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CHARTERS 


OF  AMERICAN 

LIFE  INSURANCE  COMPANIES 


BEING  A COMPILATION  OF  THE  ORIGINAL  CHARTERS 
AND  ALL  AMENDMENTS  THERETO  OF 


FIFTY-SIX  PROMINENT  COMPANIES 

Operating  Under  the  Eegal  Reserve  Requirements 


WITH  EXTRACTS  FROM  BY-LAWS  AFFECTING  CONTRACTS 

Price,  $5.00 


THE  SPECTATOR  COMPANY 
New  York 
1906 


COPYRIGHT,  1906,  BY 
THE  SPECTATOR  COMPANY, 
NEW  YORK. 


5 hM  ^ 5-0  l <?t>  { <4—1  <?  Il 


PREFACE. 


About  ten  years  ago,  in  response  to  a general  demand  on  the  part 
of  ’insurance  managers,  field  men  and  lawyers,  The  Spectator  Com- 
pany issued  a publication  containing  the  charters  of  thirty  prominent 
life  insurance  companies  of  the  United  States,  showing  the  original 
charters  with  the  amendments  thereto,  and  also  some  extracts  from 
the  by-laws.  In  1900  a further  addition  of  twenty-two  companies  was 
made,  so  that  the  enlarged  work  embraced  all  the  leading  companies 
of  the  country. 

The  general  interest  manifested  in  life  insurance  matters  during  the 
past  year  or  so,  and  the  almost  unprecedented  activity  in  the  organiza- 
tion of  new  companies  for  the  transaction  of  this  class  of  business, 
makes  this  an  appropriate  time  for  the  publication  of  a revised  edition 
of  this  work,  showing  the  additional  amendments  to  the  charters  made 
in  the  past  decade  and  the  revised  by-laws,  as  well  as  additional  data 
on  similar  lines  regarding  a number  of  other  companies  organized  of 
late  years. 

In  the  current  edition  of  Charters  of  American  Life  Insurance  Com- 
panies, therefore,  will  be  found  the  original  charters  and  amendments 
thereto  of  fifty-six  United  States  life  insurance  companies,  all  of  which 
7 are  more  or  less  actively  engaged  in  this  beneficent  work.  The  book 
gives  the  foregoing  particulars  for  a larger  number  of  companies  than 
have  hitherto  been  presented. 

Material  additions  have  been  made  to  the  extracts  from  the  by-laws 
in  this  edition,  it  having  been  found  expedient  to  show  in  as  much  de- 
tail as  possible  the  powers  of  the  officers  and  committees,  as  well  as 
" their  limitations,  with  regard  to  the  investment  of  funds  and  disburse- 
< ments  for  expenses.  Inasmuch  as  a number  of  companies  have  lately 


4 


PREFACE. 


made  important  changes  in  their  by-laws  in  these  respects,  the  value 
of  this  feature  will  be  readily  apparent.  Such  by-laws  as  relate  to  the 
mere  ordinary  routine  incident  to  any  business  corporation  are  omitted. 

In  order  that  the  work  might  be  thoroughly  reliable  and  authorita- 
tive, all  the  data  contained  herein  has  been  submitted  to  the  several 
companies  before  printing,  so  that  there  is  official  endorsement  of  its 
correctness. 


January,  1906. 


THE  SPECTATOR  COMPANY. 


^ETNA  INSURANCE  COMPANY. 


At  a General  Assembly  of  the  State  of  Connecticut,  holden  at  Hartford, 
in  the  said  State,  on  the  first  Wednesday  of  May,  in  the  year  of 
our  Lord  one  thousand  eight  hundred  and  nineteen. 

Sec.  i.  [ Powers  granted  to  Company.] — Be  it  enacted , etc.,  That 
the  subscribers  to  the  petition,  praying  for  an  act  of  incorporation,  with 
powers  and  privileges  necessary  and  convenient  to  the  business  of  in- 
surance against  losses  by  fire,  etc.,  be  and  they  hereby  are  incorporated, 
and  made  a body  politic,  by  the  name,  style  and  title  of  the  “7E tna 
Insurance  Company,”  and  by  that  name,  style  and  title  shall  be,  and 
hereby  are  empowered  to  purchase,  receive,  have,  hold,  possess  and 
enjoy  to  themselves,  and  their  successors,  lands,  tenements,  rents, 
hereditaments,  goods,  chattels,  and  effects  of  every  kind,  and  nature ; 
as  also  United  States  stocks,  and  bank  stock  of  the  United  States  Bank, 
or  any  bank  in  the  United  States,  and  the  estate  and  stocks  aforesaid 
to  alien,  grant,  sell  and  dispose  of ; to  sue  and  be  sued,  plead  and  be 
impleaded,  in  all  courts  of  justice ; also,  to  have  and  use  a common  seal, 
and  the  same  to  change  at  pleasure ; also  to  ordain  and  execute  all  by- 
laws and  regulations  by  them  deemed  necessary  for  the  well-ordering 
and  governing  said  corporation ; provided  said  by-laws  and  regula- 
tions are  not  repugnant  to  the  constitution  and  laws  of  this  State,  and 
of  the  Constitution  and  laws  of  the  United  States. 

Sec.  2.  [Capital  Stock.] — The  capital  stock  of  said  corporation 
shall  not  be  less  than  one  hundred  and  fifty  thousand  dollars,  and  may, 
at  the  pleasure  of  said  corporation,  be  increased  to  any  further  sum,  not 
exceeding  five  hundred  thousand  dollars,  and  shall  be  divided  into 
shares  of  one  hundred  dollars  each,  and  on  the  said  capital  stock  of  one 
hundred  and  fifty  thousand  dollars,  in  part  of  said  stock,  shall  be  paid 
into  the  treasury  cf  said  corporation,  for  the  use  of  said  corporation, 
within  thirty  days  after  the  first  meeting  of  said  corporation,  five  per 
centum ; and  within  sixty  days  next  after  said  first  meeting  of  said  cor- 
poration, the  further  sum  of  five  per  centum  on  said  stock,  shall  in  like 
manner,  for  like  purposes,  be  paid  into  said  treasury;  and  the  re- 
mainder of  said  stock  shall  be  secured  to  be  paid  by  mortgage  on  real 
estate,  or  endorsed  promissory  notes,  approved  by  the  president  and 
directors  of  said  corporation,  and  shall  be  payable  in  thirty  days  after 


6 


CHARTERS  OF  LIFE  INSURANCE  COMPANIES. 


demand ; and  such  endorsers  shall  have  a lien  on  the  stock  for  which 
such  note  or  notes  are  given. 

Sec.  3.  [Election  of  Directors.] — There  shall  be  seventeen  direc- 
tors for  the  well-ordering  the  affairs  of  said  corporation,  chosen  by  one 
or  more  ballots  from  among  and  by  the  stockholders  of  said  corporation, 
which  said  directors  shall  hold  their  office  at  pleasure  for  one  year,  and 
until  others  are  chosen  in  their  room;  and  the  annual  meeting  for  the 
choice  of  said  directors,  shall,  after  the  first  election,  be  holden  in  the 
city  of  Hartford,  on  the  first  Thursday  of  June,  or  on  such  day  in  the 
month  of  June  as  shall  be  appointed  by  said  board  of  directors. 

Sec.  4.  [Appointment  of  President.] — The  said  directors  shall 
choose  one  of  their  number  to  be  president  of  said  corporation,  and  in 
case  of  his  absence  from  business  may,  so  often  as  necessity  shall 
require,  elect  from  among  themselves  a president  for  the  time  being; 
and  in  case  any  vacancy  shall  occur  in  said  direction,  said  directors  may 
elect  a director  or  directors,  from  among  the  stockholders,  to  fill  such 
vacancy,  who  shall  hold  their  office  at  pleasure,  until  others  are  chosen 
in  their  room ; and  said  directors  shall  have  power  to  appoint  for  the 
time  being,  such  officers,  secretaries,  agents,  and  servants  as  they  shall 
judge  necessary,  and  shall  be  capable  of  performing  such  other  acts, 
and  exercising  such  other  powers,  as  shall  be  by  them  deemed  for  the 
best  interest  of  the  company.  And  no  director  shall  be  entitled  to  any 
emolument  unless  by  vote  of  the  stockholders  in  general  meeting. 

Sec.  5.  [Quorum  of  Directors.] — The  directors  shall  determine 
what  number  of  their  own  body  shall  constitute  a quorum  for  the  trans- 
action of  business,  and  when  such  quorum  is  formed,  if  the  president  is 
not  present,  the  electors  present  shall  appoint  a president  pro  tempore. 

Sec.  6.  [Voting  Privileges  of  Stockholders.] — The  number  of 
votes  each  stockholder  shall  be  entitled  to  in  the  choice  of  directors, 
or  any  other  concern  or  business  of  the  company,  shall  be  equal  to  the 
number  of  shares  he  shall  be  the  owner  of ; provided  no  stockholder 
shall,  by  virtue  of  the  number  of  shares  he  may  be  the  owner  of,  in  any 
case  be  entitled  to  more  than  fifty  votes. 

Sec.  7.  [Voting  by  Proxy.] — The  stockholders  shall  be  entitled  to 
vote  in  person,  or  by  proxy  duly  appointed ; and  none  but  stockholders 
shall  be  eligible  as  directors. 

Sec.  8.  [Meetings  of  Stockholders.] — Public  notice  shall  be  given, 
by  order  of  the  directors,  at  least  ten  days  previous  to  any  meeting  of 
the  stockholders,  in  a newspaper  printed  in  the  city  of  Hartford,  and  in 
such  other  manner  as  they  may  judge  expedient. 

Sec.  9.  [Insurance  of  Property.] — Said  corporation  may  insure  on 
dwelling  houses,  and  all  other  buildings,  on  ships  and  vessels  of  every 


iETNA  insurance  company. 


7 


description,  while  in  port  or  on  the  stocks,  on  goods,  chattels,  wares, 
merchandise,  and  on  all  kinds  of  mixed  and  personal  estate  of  every 
description,  and  shall  be  liable  to  make  good  and  pay  to  the  several  per- 
sons who  shall  be  assured  by  the  said  corporation,  for  all  losses  they 
may  sustain  by  fire  in  the  subject  matter  insured,  agreeable  to  the  con- 
tract of  assurance,  and  of  their  policy,  effected  with  said  corporation. 
Provided  always,  that  no  stockholder  shall  be  liable  to  said  corporation, 
for  any  amount  beyond  the  amount  of  stock  by  him  holden,  and  unpaid 
to  said  corporation,  and  neither  the  members  of  nor  said  corporation 
shall,  in  any  event,  be  liable  beyond  the  amount  of  their  said  capital,  for 
any  loss  or  losses  whatever;  but  for  misconduct  or  fraud,  the  person 
guilty  thereof,  shall  be  personally  liable  to  said  corporation,  or  to  the 
insured,  as  the  case  may  be. 

Sec.  io.  [Transfers  of  Stock.] — The  capital  stock  of  said  corpora- 
tion shall  be  transferable  according  to  the  rules  and  regulations  pre- 
scribed by  the  directors ; and  every  subscriber  of  any  share  or  shares 
in  said  stock,  who  shall  neglect  to  pay  the  installments  aforesaid,  or  to 
secure  the  residue  of  the  said  share  or  shares  as  aforesaid,  shall  forfeit 
to  the  said  corporation  such  share  or  shares,  and  all  payments  made 
thereon,  and  all  profits  which  may  have  arisen  thereon. 

Sec.  ii.  [Policies,  how  Signed.] — All  notes  or  policies  of  insur- 
ance, signed  by  the  president,  and  countersigned  by  the  secretary,  shall 
bind  and  oblige  said  corporation  according  to  the  terms  and  tenor 
thereof. 

Sec.  12.  [Assignments  of  Policies.] — In  case  any  insured,  named 
in  any  policy  or  contract  of  insurance,  made  by  the  said  corporation, 
shall  sell  and  convey,  or  assign  the  subject  matter  insured,  during  the 
period  of  time  for  which  it  is  insured,  it  shall  be  la\vful  for  such  insured 
to  assign  and  deliver  to  the  purchaser  such  policy,  or  contract  of  in- 
surance, and  the  same  shall  inure  to  his  benefit,  and  in  every  respect  as 
effectual  as  though  the  same  had  been  delivered  by  said  corporation  to 
said  assignee.  Provided  always,  that  before  any  loss  happens,  such  as- 
signee shall  obtain  the  consent  of  the  assignor  to  such  assignment,  and 
shall  obtain  said  assent  to  be  endorsed  on  or  annexed  to  the  said  policy 
or  contract  of  assurance,  executed  and  signed  as  a new  policy  or  con- 
tract ought  to  be  according  to  such  rules  as  shall  be  prescribed  by  the 
directors,  and  not  otherwise. 

Sec.  13  [Organization  of  Incorporators.] — Thomas  K.  Brace  is 
authorized  to  call  a meeting  of  the  subscribers  to  said  petition,  to  be 
holden  in  the  city  of  Hartford,  in  the  month  of  June,  1819,  which  meet- 
ing may  be  organized,  by  a moderator  and  such  committees  as  shall  be 
deemed  proper,  and  said  meeting  may  be  adjourned  from  time  to  time, 


8 


CHARTERS  OF  LIFE  INSURANCE  COMPANIES. 


until  said  corporation  shall  be  organized  agreeable  to  the  charter;  and 
the  stock  shall  be  taken  up  to  the  amount  of  one  hundred  and  fifty  thou- 
sand dollars  before  said  directors  shall  be  chosen,  and  before  said  cor- 
poration make  any  assurance. 

Sec.  14.  [Payment  of  Installments .] — As  soon  as  the  installments 
aforesaid  shall  have  been  paid  or  secured  by  endorsed  notes,  and  the  re- 
mainder of  the  stock  secured  agreeable  to  the  provisions  aforesaid,  and 

the  whole  to  be  done  to  the  satisfaction  of  said  directors — 

and  no  part  of  said  stock  shall  be  assignable  or  transferable  until  both 
of  said  installments  shall  have  been  paid,  anything  in  this  act  to  the 
contrary  notwithstanding. 

Provided,  this  act  may  at  any  time  be  altered,  amended,  or  revoked 
by  the  General  Assembly. 

General  Assembly,  May  Session,  1819. 

DAVID  PLANT,  Speaker  of  the  House  of  Representatives. 

JONATHAN  INGERSOLL,  President  of  the  Senate. 

Approved  June  5th,  1819.  OLIVER  WOLCOTT. 


Insurance  upon  Lives  and  Increase  of  Capital  Authorized. 
At  a General  Assembly  of  the  State  of  Connecticut,  holden  at  New 
Haven  in  said  State,  on  the  first  Wednesday  of  May,  in  the  year 
of  our  Lord  one  thousand  eight  hundred  and  twenty. 

Be  it  enacted  by  the  Senate  and  House  of  Representatives , in  General 
Assembly  convened,  That  it  shall  and  may  be  lawful  to  and  for  the 
said  corporation  to  add  to  their  present  actual  capital  the  sum  of  fifty 
thousand  dollars,  and  at  the  pleasure  of  the  company,  may  increase 
said  addition  to  any  sum  not  exceeding  one  hundred  and  fifty  thousand 
dollars ; and  the  whole  of  said  capital  stock,  created  by,  and  raised 
under  this  act,  shall  be  denominated  the  annuity  fund,  and  shall  be 
secured  and  paid  into  the  treasury  of  the  corporation,  and  vested  in  the 
same  proportion  and  manner  as  is  authorized  and  required  by  the  act 
to  which  this  is  an  addition,  in  relation  to  the  fire  insurance  stock 
thereby  created.  And  the  stock  created  by  this  act  shall  be  exclusively 
held  and  pledged  as  a fund  for  the  payment  of  annuities  which  shall  be 
granted  by  said  company,  and  of  losses  upon  insurance  for  a life  or 
lives,  or  in  any  way  dependent  upon  life  or  lives,  and  shall  in  no  case 
be  liable  for  the  other  debts,  contracts,  liabilities  or  engagements  of 
the  said  company.  And  said  annuity  fund  shall  alone  be  liable  to  pay, 
bear  and  satisfy  all  losses,  expenses,  payments  and  charges,  in  respect 
to  insurance  on  life  or  lives,  or  in  any  manner  dependent  on  life  or 
lives,  and  annuities  which  may  be  granted  by  said  company ; and  said 


yETNA  INSURANCE  COMPANY. 


9 


JP tna  Insurance  Company  are  authorized  and  empowered  to  grant 
annuities,  and  make  insurance  dependent  on  life  or  lives ; to  establish  a 
form  of  policy,  create  offices  for  the  corporation,  prescribe  the  mode  of 
authentication  of  policies,  and  all  other  instruments  lawful  for  said 
company  to  execute,  by  seal  or  the  signature  of  officers  or  an  officer 
appointed  by  the  corporation  for  such  purpose. 

Provided  always,  that  this  act  may  be  repealed,  altered  or  amended 
by  the  Legislature. 

General  Assembly,  May  Session,  1820. 

DAVID  PLANT,  Speaker  of  the  House  of  Representatives. 

JONATHAN  INGERSOLL,  President  of  the  Senate. 

Approved  May  26th,  1820.  OLIVER  WOLCOTT. 


May  Insure  Inland  Navigation  and  Transportation  Risks. 

At  a General  Assembly  of  the  State  of  Connecticut,  holden  at  Hartford 
in  said  State,  on  the  first  Wednesday  of  May,  in  the  year  of  our 
Lord  one  thousand  eight  hund:  ed  and  thirty-nine. 

Upon  the  petition  of  the  Hitna  Insurance  Company,  showing  to  this 
Assembly,  thrt  in  the  year  1819  they  were  incorporeted  by  the  Legis- 
lature of  this  State,  for  the  purpose  of  insuring  against  loss  and  damage 
by  fire,  which  business  they  have  ever  since  conducted  ; that  their  capital 
is  ample  and  abundantly  secured;  that  the  business  of  inland  naviga- 
tion, and  of  insurance  against  the  hazards  incident  thereto,  have  of 
late  years  greatly  increased,  while  the  number  of  offices  empowered  to 
issue  such  policies  is  limited ; that  the  petitioners  have  frequent  appli- 
cations from  their  present  customers  and  others,  to  take  this  descrip- 
tion of  risks,  which,  under  their  present  charter,  they  are  obhged  to 
decline ; that  it  would  be  for  the  mutual  advantage  of  themselves  and 
the  public,  to  extend  their  powers  to  this  department  of  insurance ; and 
praying  the  Legislature  to  make  necessary  amendment  to  their  charter, 
as  by  petition  on  file,  dated  the  nth  day  of  April,  1839,  may  more  fully 
appear. 

And  now  this  Assembly,  having  inquired  into  the  allegation  of  said 
petition,  do  find  the  same  to  be  true ; therefore 

Resolved  by  this  Assembly,  That  the  TEtna.  Insurance  Company  be, 
and  they  are  hereby  fully  authorized  and  empowered  to  issue  policies 
against  the  hazards  of  inland  navigation  and  transportation ; and  said 
policies,  when  duly  executed  by  the  proper  officers  of  said  company, 
shall  be  to  all  intents  and  purposes  binding  upon  said  company,  in  the 
same  manner  as  though  the  power  to  issue  the  same  had  been  granted 
by  their  original  charter. 

Approved  May  8th,  1839.  WILLIAM  W.  ELLSWORTH. 


IO 


CHARTERS  OF  LIFE  INSURANCE  COMPANIES. 


Protecting  the  Rights  of  Married  Women. 

At  a General  Assembly  of  the  State  of  Connecticut,  holden  at  New 
Haven,  in  said  State,  on  the  first  Wednesday  of  May,  in  the  year 
of  our  Lord  one  thousand  eight  hundred  and  fifty. 

Upon  the  petition  of  the  iEtna  Insurance  Company,  praying  for  an 
amendment  of  that  portion  of  their  charter  authorizing  insurances 
upon  life. 

Resolved  by  this  Assembly , That  policies  of  insurance  issued  by  said 
company  on  the  life  of  any  person,  expressed  to  be  for  the  benefit  of  a 
married  woman,  whether  the  same  be  effected  by  herself  or  her  hus- 
band, or  by  any  other  person  on  her  behalf,  shall  inure  to  her  separate 
use  and  benefit,  and  that  of  her  or  her  husband’s  children,  if  any,  as 
may  be  expressed  in  said  policies,  independently  of  her  husband  and 
his  creditors  and  representatives,  and  also  independently  of  any  other 
persons  effecting  the  same  in  her  behalf,  his  creditors  and  representa- 
tives, always  provided , that  this  section  shall  not  apply  to  insurances 
where  the  annual  premium  on  the  policy  shall  exceed  the  sum  of  one 
hundred  and  fifty  dollars,'  unless  paid  from  the  private  property  of 
the  wife. 

Approved  June  6th,  1850.  THOMAS  H.  SEYMOUR. 


Incorporating  the  Shareholders  of  the  Annuity  Fund. 

At  a General  Assembly  of  the  State  of  Connecticut,  holden  at  Hartford, 
in  said  State,  on  the  first  Wednesday  of  May,  in  the  year  of  our 
Lord  one  thousand  eight  hundred  and  fifty-three. 

Upon  the  petition  of  the  yEtna  Insurance  Company,  praying  for  such 
an  alteration  of  its  charter  as  will  constitute  the  shareholders  of  the 
annuity  fund  of  said  company,  their  successors  and  assigns,  a distinct 
corporation  for  the  puipose  of  life  insurance,  and  the  assumption  of 
life  risks,  as  per  memorial  on  file,  dated  May  9th,  A.  D.  1853,  will  more 
fully  appear: 

Resolved  by  this  Assembly,  That  the  shareholders  of  the  “Annuity 
Fund”  of  the  said  “yEtna  Insurance  Company,”  their  successors  and 
assigns,  forever,  be  and  they  are  hereby  made  and  constituted  a body 
corporate  and  politic  for  the  purpose  of  life  insurance,  and  for  the 
assumption  of  all  or  any  hazards  connected  with  life  risks,  by  the  name 
of  the  “yEtna  Life  Insurance  Company,”  and  with  and  by  that  name 
shall  have  and  possess  all  the  powers  and  privileges  and  be  subject  to 
all  the  duties  imposed  upon  the  shareholders  of  said  “Annuity  Fund” 
under  their  present  charter  and  the  amendments  thereof,  and  shall  also 
have  all  the  powers  and  privileges  incident  to  a distinct  corporation; 


/ETNA  INSURANCE  COMPANY. 


II 


provided,  that  all  the  liabilities  and  obligations  of  said  iEtna  Insurance 
Company  for  and  on  acount  of  its  “Annuity  Fund”  shall  continue  and 
exist  against  said  company  hereby  incorporated,  under  the  said  name 
of  the  ^Etna  Life  Insurance  Company,  and  that  all  debts,  liabilities,  or 
obligations  due  to  said  ./Etna  Insurance  Company  for  and  on  account 
of  its  “Annuity  Fund”  may  be  collected  and  enforced  by  said  company 
in  the  name  of  the  ^Etna  Life  Insurance  Company,  and  that  all  suits  in 
favor  of  or  against  said  iEtna  Insurance  Company  for  and  on  account 
of  its  “Annuity  Fund,”  may  be  continued  in  force  and  prosecuted  to 
final  judgment  by  or  against  said  company,  in  the  same  manner  as  if 
this  resolution  had  not  been  passed. 

Sec.  2.  That  the  stock,  property,  affairs  and  business  of  said  corpo- 
ration shall  be  managed  and  conducted  by  not  less  than  seven  nor  more 
than  ten  directors,  a majority  of  whom  shall  reside  in  this  State,  who 
shall  be  chosen  by  ballot  from  and  by  the  stockholders  of  said  company, 
and  the  present  managing  directors  and  officers  of  said  company  shall 
be  the  officers  of  said  corporation  until  the  first  Monday  of  July  next, 
when  and  in  each  successive  year  thereafter,  on  the  day  aforesaid,  an 
election  shall  be  held  for  the  choice  of  directors  of  said  company,  ten 
days’  previous  notice  thereof  having  been  given  in  some  newspaper 
printed  in  said  Hartford;  each  stockholder  shall  be  allowed  one  vote 
for  each  and  every  share  of  stock  held  by  him,  and  the  directors  of  said 
company  shall  choose  a president  and  secretary  of  the  said  corporation, 
who  shall  hold  their  offices  for  one  year,  and  may  appoint  such  other 
officers  and  agents  as  shall  by  them  be  deemed  expedient  for  conduct- 
ing the  business  of  the  company. 

Approved  May  28th,  1853.  THOMAS  H.  SEYMOUR. 


Capital  may  be  Increased  from  Surplus. 

General  Assembly,  January  Session,  A.  D.  1878.  Be  it  enacted  by  the 
Senate  and  House  of  Representatives  in  General  Assembly 
convened : 

Sec.  1.  The  /Etna  Life  Insurance  Company  of  Hartford  is  hereby 
authorized  and  empowered,  from  time  to  time,  to  increase  its  capital 
•stock  to  an  amount  not  exceeding  seven  hundred  and  fifty  thousand 
dollars,  from  such  surplus  funds  of  said  company  as  may  be  derived 
from  or  are  the  proceeds  of,  business  done  upon  the  non-participating 
stock  plan  of  insurance,  and  the  same  shall  be  apportioned  pro  rata 
among  those  who  are  stockholders  at  the  time  such  increase  is  made ; 
but  the  capital  stock  shall  not  be  increased  without  the  approval  of  the 
Insurance  Commissioner  of  this  State ; but  no  greater  dividend  shall' 


12 


CHARTERS  OF  LIFE  INSURANCE  COMPANIES. 


be  paid  upon  the  capital  stock  of  said  company  than  ten  per  cent  per 
annum. 

Sec.  2.  In  case  said  company  shall  increase  its  capital  stock  in 
the  manner  provided  by  the  first  section  of  this  act,  it  shall  not  declare 
or  pay  to  its  stockholders,  from  the  profits  of  the  mutual  or  partici- 
pating department,  a greater  amount  than  nine  thousand  dollars  per 
annum. 

This  act  shall  take  effect  when  it  shall  be  approved  by  a major  vote 
of  the  stockholders  of  said  ^Etna  Life  Insurance  Company,  and  a 
certified  copy  of  said  vote  of  approval  lodged  on  file  in  the  office  of  the 
Secretary  of  State. 


Change  of  Date  of  Annual  Meeting. 

General  Assembly , January  Session , 1882. 

Sec.  1.  Resolved  by  this  Assembly. — The  annual  meeting  of  the 
HLtna  Life  Insurance  Company  for  the  choice  of  directors  of  said  com- 
pany shall  be  held  on  the  second  Tuesday  of  February  in  each  year. 

Sec.  2.  So  much  of  the  charter  of  said  company  as  requires  said 
annual  meeting  to  be  held  on  the  first  Monday  of  July  in  each  year  is 
hereby  repealed. 

Sec.  3.  This  act  shall  take  effect  when  approved  by  a major  vote 
of  the  stockholders  of  said  company,  and  a certified  copy  of  said  vote 
of  approval  lodged  on  file  in  the  office  of  the  Secretary  of  State. 

Approved  March  8th,  1882.  HOBART  B.  BIGELOW. 

Capital  may  be  Increased  to  $2,000,000. 

General  Assembly,  January  Session,  1883. 

Sec.  1.  Resolved  by  this  Assembly: — The  JEtna.  Life  Insurance 
Company,  of  Hartford,  is  hereby  authorized  and  empowered,  from  time 
to  time,  to  increase  its  capital  stock  to  an  amount  not  exceeding  two 
millions  of  dollars,  by  the  issue  of  not  exceeding  in  the  aggregate 
twelve  thousand  five  hundred  shares  of  the  par  value  of  one  hundred 
dollars  each,  such  additional  stock  to  be  paid  in  cash  or  by  the  applica- 
tion of  such  surplus  funds  or  profits  as  may  be  derived  or  are  the  pro- 
ceeds of  the  business  of  accident  or  the  stock  non-partic’oating  plan  of 
insurance,  as  the  directors  of  said  company  may  deem  proper.  Such 
increased  stock  shell  be  apportioned  pro  rata  among  the  stockholders 
of  record  at  the  time  such  increase  is  made,  and  no  greater  dividend 
shall  be  paid  upon  the  capital  stock  of  said  company  than  ten  per 
centum  per  annum,  except  from  the  profits  or  earnings  from  the  busi- 
ness of  accident  insurance. 


.ETNA  INSURANCE  COMPANY. 


13 

Sec.  2.  This  act  shall  take  effect  upon  the  written  approval  of  the 
Insurance  Commissioner  of  this  State,  and  when  approved  by  a ma- 
jority vote  of  the  stockholders  of  said  ZEtna  Life  Insurance  Company, 
and  a certified  copy  of  such  approval  and  vote  lodged  on  file  in  the 
office  of  the  Secretary  of  State. 

Approved  March  21st,  1883.  THOMAS  M.  WALLER, 

Approved  April  6th,  1883.  JOHN  W.  BROOKS, 

Insurance  Commissioners. 

Authorized  to  Insure  Against  Accidents. 

General  Assembly,  January  Session,  A.  D.  1893. 

Sec.  1.  Resolved  by  this  Assembly: — That  the  ZEtna  Life  In- 
surance Company  is  hereby  authorized  and  empowered  to  insure  per- 
sons against  loss  of  life  or  personal  injury  resulting  from  any  cause, 
and  to  insure  persons  or  corporations  against  loss  or  damage  resulting 
from  accident  to  or  injury  suffered  by  an  employee  or  other  person,  and 
for  which  the  person  or  corporation  insured  is  liable. 

Sec.  2.  This  act  shall  take  effect  when  approved  by  a major  vote 
of  the  stockholders  of  said  company,  and  a certified  copy  of  said  vote 
of  approval  is  lodged  on  file  in  the  office  of  the  Secretary  of  State. 

Approved  April  12th,  1893.  LUZON  B.  MORRIS, 

Governor. 

Amendment  of  March  ii,  1903. 

Resolved  by  this  Assembly: — Sec.  i.  That  the  ZEtna  Life  Insur- 
ance Company,  of  Hartford,  is  hereby  authorized  and  empowered  from 
time  to  time  to  increase  its  capital  stock  to  an  amount  not  exceeding 
five  million  dollars,  by  the  issue  of  not  exceeding  in  the  aggregate  thirty 
thousand  shares  of  the  par  value  of  one  hundred  dollars  each,  such 
additional  Hock  to  be  paid  in  cash,  in  such  amounts,  and  at  such  times, 
and  on  such  conditions,  as  may  be  prescribed  by  the  board  of  directors. 
Such  increased  stock  shall  be  apportioned  pro  rata  among  the  stock- 
holders of  record  at  the  time  such  increase  is  made,  and  no  greater 
dividend  shall  be  paid  upon  the  capital  stock  of  said  company  than  ten 
per  centum  per  annum,  except  from  the  profits  or  earnings  from  the 
business  of  accident,  casualty  and  health  insurance. 

Sec.  2.  This  resolution  shall  take  effect  when  approved  by  a ma- 
jority vote  of  the  stockholders  of  the  said  ZEtna  Life  Insurance  Com- 
pany, and  a certified  copy  of  such  approval  and  vote  lodged  on  file  in 
the  office  of  the  Secretary  of  State. 

Approved  March  11,  1903. 

ABIRAM  CHAMBERLAIN, 
Governor. 


CHARTERS  OF  LIFE  INSURANCE  COMPANIES. 


J4 


EXTRACTS  FROM  THE  BY-LAWS. 

Sec.  i.  The  officers  of  the  company  shall  consist  of  a president,  vice-presi- 
dent and  secretary. 

Sec.  3.  There  shall  be  two  standing  committees : a committee  on  finance 
and  a committee  on  claims,  of  which  the  president  shall  ex-officio  be  a member. 

Sec.  5.  Regular  meetings  of  the  board  shall  be  held  on  the  third  Monday 
of  each  month.  Notice  of  such  meetings  shall  be  given  by  the  secretary,  and 
special  meetings  shall  be  called  by  the  secretary  at  the  request  of  the  president 
or  three  directors. 

Sec.  6.  Three  directors  shall  constitute  a quorum  for  the  transaction  of 
business. 

Sec.  7.  The  finance  committee  shall  consist  of  three  directors,  who  shall 
have  the  supervision  and  management  of  the  finances  of  the  company. 

Sec.  8.  The  committee  on  claims  shall  consist  of  two  directors,  who  shall 
examine  and  decide  upon  all  claims  for  losses  arising  under  policies  of  in- 
surance. 

Sec.  9.  The  board  shall  appoint  from  their  number  two  auditors,  who  shall 
examine  the  books  and  accounts  of  the  company  monthly  and  the  assets  semi- 
annually or  oftener,  and  report  to  the  directors. 

Sec.  10.  Stock  shall  be  transferable  only  on  the  books  of  the  company  in 
person,  or  by  power  of  attorney. 

Sec.  11.  The  president  or  secretary  is  authorized  to  transfer  stocks  owned 
by  the  company  in  the  case  of  sale,  and  stocks  held  as  collateral  securities  for 
loans  when  said  loans  have  been  paid;  also  to  execute  releases  of  mortgages 
upon  real  estate  standing  in  the  name  of  the  company  upon  payment  of  the 
loans  for  which  such  mortgages  were  given;  also  to  execute  such  other  trans- 
fers and  releases  as  they  may  from  time  to  time  be  empowered  by  the  board. 

Sec.  12.  These  by-laws  may  be  rescinded,  altered,  or  amended,  at  any  stated 
or  special  meeting  called  for  that  purpose  by  a vote  of  two-thirds  of  the 
directors  present. 


BANKERS  LIFE  OF  NEW  YORK. 


15 


BANKERS  LIFE  INSURANCE  COMPANY  OF  THE  CITY  OF 

NEW  YORK. 


[Declaration  of  Reincorporation.] — This  is  to  certify  that  the 
Bankers  Life  Insurance  Company  of  the  City  of  New  York,  a corpora- 
tion originally  organized  March  24,  1869,  under  the  name  of  the  “Bank 
Clerks  Mutual  Benefit  Association  of  the  City  of  New  York,”  and 
which  was  on  August  15,  1884,  reincorporated  under  chapter  175  of 
the  laws  of  1883,  under  the  same  name,  and  was  thereafter  and  on 
June  28,  1893,  reincorporated  under  chapter  690  of  the  laws  of  1892, 
known  as  the  “Insurance  Law,”  under  the  same  name;  and  the  name 
of  which  company  was  by  an  order  of  the  Supreme  Court  of  the  State 
of  New  York,  made  April  27,  1894,  changed  to  “Bankers  Life  Insur- 
ance Company  of  the  City  of  New  York,”  (such  change  to  take  effect 
on  and  after  June  1,  1894)  does  hereby  in  pursuance  of  the  provisions 
of  chapter  690  of  the  laws  of  1893  entitled  “An  act  authorizing  all  in- 
surance companies  transacting  business  on  the  co-operative  or  assess- 
ment plan  to  reincorporate  as  a stock  corporation  under  its  existing 
corporate  name,”  and  the  acts  amendatory  thereof  and  supplemental 
thereto,  and  of  the  provisions  of  article  2,  chapter  690  of  the  laws  of 
1892,  known  as  the  “Insurance  Law,”  certify  that  it  desires  to  rein- 
corporate as  a stock  corporation  under  its  existing  name,  to  wit, 
“Bankers  Life  Insurance  Company  of  the  City  of  New  York,”  under 
the  provisions  of  said  laws,  and  in  conformity  with  the  same,  and  to  file 
this  certificate  of  reincorporation  or  amended  charter. 

The  intention  to  reincorporate  and  this  certificate  of  reincorporation 
having  been  approved  by  a majority  vote  by  the  members  of  the 
Bankers  Life  Insurance  Company  of  the  City  of  New  York  present  and 
voting  at  a meeting  of  said  insured  called  to  consider  the  question  of 
reincorporating  as  a stock  corporation  under  the  provisions  of  chapter 
690  of  the  laws  of  1893,  and  to  approve  a certificate  of  reincorporation, 
which  said  meeting  was  held  on  the  thirty-first  day  of  July,  1899, 
which  said  meeting  a printed  notice  was  mailed  to  each  member  who 
had  been  such  for  thirty  days,  directed  to  his  address  appearing  on  the 
company’s  books,  at  least  thirty  days  before  the  date  fixed  for  said 
meeting. 

Article  I. 

[Name.] — The  company  shall  continue  to  be  known  by  its  existing 
name  of  “Bankers  Life  Insurance  Company  of  the  City  of  New  York.” 


i6 


CHARTERS  OF  LIFE  INSURANCE  COMPANIES. 


Article  II. 

[Location.\ — The  principal  office  of  the  company  for  the  transac- 
tion of  business  shall  be  located  in  the  city  of  New  York. 

Article  III. 

[Insurance  to  be  Undertaken .] — The  kind  of  insurance  to  be  under- 
taken by  the  company  is  insurance  upon  the  lives  or  health  of  persons 
and  every  insurance  appertaining  thereto,  and  the  granting,  purchas- 
ing or  disposing  of  annuities. 

The  subdivision  of  the  insurance  law  under  which  the  said  kind  of 
insurance  is  authorized,  is  the  first  subdivision  of  section  70  of  the  In- 
surance Law  of  the  State  of  New  York,  being  chapter  690  of  the  laws, 
of  1892,  and  the  acts  amendatory  thereof  and  supplemental  thereto. 

Article  IV. 

[ Corporate  Powers.] — Sec.  i.  The  corporate  powers  of  the  com- 
pany shall  be  vested  in  a board  of  directors,  and  shall  be  exercised  by 
them  and  by  such  officers  and  agents  as  they  may  from  time  to  time 
empower. 

Sec.  2.  The  board  shall  consist  of  twenty-one  persons,  a majority 
of  whom  shall  be  citizens  and  residents  of  the  State  of  New  York,  and 
each  of  whom  shall  be  a stockholder  in  the  company. 

Sec.  3.  The  directors  of  the  company  until  the  second  Tuesday  of 
January,  1900,  shall  be  the  following : Stephen  Baker,  New  York  City ; 
Charles  H.  Fancher,  Yonkers,  N.  Y. ; Ebenezer  S.  Mason,  Undercliffe, 
N.  J. ; William  A.  Nash,  New  York  City;  Walter  Coggeshall,  Bloom- 
field, N.  J. ; William  Sherer,  New  York  City;  William  A.  Sherman, 
New  York  City;  Richard  Morgan,  New  York  City;  Edward  D.  Butler, 
New  York  City;  Edward  T.  Hulst,  Poughkeepsie,  N.  Y. ; James  Den- 
nison, Mount  Vernon,  N.  Y. ; Edward  J.  Baldwin,  New  York  City; 
John  H.  Carr,  New  York  City;  William  B.  Reed,  New  York  City; 
Richard  L.  Purdy,  New  York  City ; Charles  S.  Gaubert,  New  York 
City;  Franklin  C.  Elder,  New  York  City;  William  Hanhart,  New  York 
City;  George  W.  Maynard,  New  York  City;  Alvah  Trowbridge,  Hack- 
ensack, N.  J. ; Jacob  C.  Parsons,  New  York  City. 

Directors  shall  be  eligible  for  re-election,  and  shall  continue  in  office 
until  their  successors  are  elected  and  qualify. 

Sec.  4.  At  the  annual  election  of  directors  on  the  second  Tuesday 
of  January,  1900,  the  board  of  directors  shall  be  divided,  as  equally  as 
possible,  into  three  classes ; those  chosen  for  the  first  class  shall  be 
elected  for  a term  of  three  years,  those  chosen  for  the  second  class  for 
a term  of  two  years,  and  those  chosen  for  the  third  class  for  a term  of 


BANKERS  LIFE  OF  NEW  YORK. 


17 


one  year,  and  the  directors  elected  at  each  annual  election  thereafter 
shall  hold  office  for  three  years. 

In  case  of  an  increase  or  decrease  in  the  number  of  directors,  the  ad- 
ditional or  decreased  number  shall  be  divided  among  the  respective 
classes,  so  that  the  board  of  directors  shall  at  all  times  be  composed 
of  three  classes,  consisting  as  nearly  as  is  possible,  of  equal  numbers, 
the  term  of  office  of  one  class  shall  expire  at  each  annual  meeting. 

Article  V. 

[Election  of  Officers  and  Directors.] — Sec.  i.  The  annual  meeting 
for  the  election  of  directors  shall  take  place  at  the  home  office  of  the 
company  on  the  second  Tuesday  of  January  in  each  year,  at  four  o’clock 
P.  M.  Such  election  shall  be  by  ballot  by  the  stockholders. 

Sec.  2.  Each  stockholder  shall  be  entitled  to  one  vote  for  every 
share  of  stock  held  by  him,  and  such  vote  may  be  given  in  person  or  by 
proxy. 

Sec.  3.  Notice  of  the  annual  meeting,  stating  the  number  of  di- 
rectors to  be  elected,  shall  be  given  once  a week  for  two  weeks  immedi- 
ately preceding  such  election  in  at  least  two  of  the  daily  papers  pub- 
lished in  the  city  of  New  York. 

Sec.  4.  There  shall  be  elected  at  the  same  time  and  in  the  same 
manner  as  are  the  directors,  five  inspectors  of  election  for  the  succeed- 
ing year. 

Sec.  5.  The  officers  of  the  company  shall  be  elected  by  the  board 
of  directors  as  soon  as  practicable  after  each  annual  meeting,  and  shall 
consist  of  a president  who  shall  be  elected  from  the  directors,  one  or 
more  vice-presidents,  a secretary,  treasurer  and  such  other  officers  as 
the  board  of  directors  shall  deem  necessary. 

Sec.  6.  A director  or  officer  may  for  cause  be  removed  from  office 
by  the  board  of  directors  as  the  by-laws  may  provide. 

Sec.  7.  The  term  of  office  of  the  president  and  other  officers  of  the 
existing  company  shall  continue  until  the  next  annual  election  of  di- 
rectors, and  until  the  election  and  qualification  of  the  successors  of  such 
officers. 

Article  VI. 

[Filling  Vacancies.] — Sec.  i.  A vacancy  in  the  board  of  directors 
or  among  the  officers  occurring  during  the  year  shall  be  filled  by  the 
board  of  directors  until  the  next  annual  election. 

Sec.  2.  In  the  case  of  the  death,  resignation,  absence  or  refusal  to 
act,  of  any  inspector  of  election  his  place  shall  be  filled  by  appoint- 
ment by  the  president. 


i8 


CHARTERS  OF  LIFE  INSURANCE  COMPANIES. 


Article  VII. 

[Capital.] — The  capital  of  the  company  shall  be  one  hundred  thou- 
sand dollars  ($100,000)  divided  into  one  thousand  (1000)  shares  of 
the  par  value  of  one  hundred  dollars  ($100)  each. 

Article  VIII. 

[Assumption  of  Liability.] — The  Bankers  Life  Insurance  Company 
of  the  City  of  New  York,  reincorporated,  shall  be  subject  to  the  exist- 
ing liabilities  of  the  present  company,  including  all  contracts,  policies 
or  certificates  with  its  members,  and  to  the  same  extent  as  though  not 
reincorporated  as  a stock  corporation. 

In  witness  whereof,  the  Bankers  Life  Insurance  Company  of  the 
City  of  New  York  has  executed  the  foregoing  certificate  pursuant  to 
a resolution  adopted  by  a majority  vote  of  all  the  members  insured  of 
said  company  present  and  voting  at  a meeting  duly  called  to  consider 
the  question  of  reincorporation  of  said  “Bankers  Life  Insurance  Com- 
pany of  the  City  of  New  York,”  and  to  approve  of  this  certificate  of  re- 
incorporation, and  has  caused  this  certificate  to  be  signed  by  the  presi- 
dent, secretary  and  board  of  managers  pursuant  to  said  resolution,  and 
has  caused  the  seal  of  said  corporation  to  be  affixed  hereto. 


EXTRACTS  FROM  THE  BY-LAWS. 

Sec.  1.  Meetings  of  Directors,  Report  of  President. — Stated  meetings  of  the 
board  of  directors  shall  be  held  at  the  home  office  of  the  company,  at  4 o’clock 
P.  M.,  on  the  first  Thursday  of  each  month.  In  the  event  of  such  day  being  a 
legal  holiday,  the  meeting  shall  be  held  on  the  following  day,  at  the  same  place 
and  hour.  At  such  meetings  the  president  shall  submit  statements  of  the  com- 
pany bearing  upon  its  condition — both  in  financial  and  insurance  matters.  Reports 
of  the  proceedings  of  the  various  committees  shall  be  also  submitted  at  such  time. 
The  minutes  of  the  board  shall  be  kept  by  the  secretary  who  shall  act  as  clerk 
of  the  board. 

Sec.  2.  Officers. — The  officers  of  the  company  shall  consist  of  a president,  a 
first,  a second  and  third  vice-president,  a secretary,  an  assistant  secretary  and 
treasurer. 

Sec.  3.  Special  Meetings. — The  president  may  call  a special  meeting  of  the 
directors,  in  his  discretion ; he  shall  also  call  a special  meeting  whenever  five  of 
the  directors  shall  request  him,  in  writing,  to  do  so.  All  special  and  stated 
meetings  shall  be  called  by  sending  a written  or  printed  notice  to  each  director : 
but  no  business  shall  be  taken  up  or  sanctioned  at  a special  meeting  except  that 
referred  to  in  said  notice,  unless  with  the  consent  of  a majority  of  the  whole 
board,  expressed  by  their  votes  at  such  meeting. 

Sec.  4.  Quorum. — Seven  directors  shall  constitute  a quorum  for  the  transac- 
tion of  business. 

Sec.  5.  President’s  Duties:  Committees,  How  Appointed. — The  president 
shall  preside  at  all  meetings  of  the  directors;  he  shall  be  ex-officio  a member  of 


BANKERS  LIFE  OF  NEW  YORK. 


19 


all  committees;  in  order  to  expedite  the  business  of  the  company,  he  shall  ap- 
point from  among  the  board  of  directors,  a finance  committee  of  six  members, 
an  executive  committee  of  three  members,  and  shall  provide  for  said  committees 
a clerk,  who  shall  act  as  secretary  and  keep  a correct  record  of  the  proceedings 
of  such  committees. 

The  president  shall  have  the  general  direction  and  superintendence  of  the 
affairs  of  the  company,  and  shall  render  reports  of  same  at  every  stated  meeting 
of  the  directors. 

Sec.  10.  Contracts  for  Insurance. — The  officers  of  the  company  shall  have 
power,  under  the  rules  and  regulations  for  the  time  being,  of  the  board  of 
directors,  to  negotiate  contracts  for  insurance  on  life  and  for  annuity,  and  all 
other  contracts  necessary  for  the  company  in  the  management  of  its  affairs.  All 
such  contracts  shall  be  signed  by  at  least  two  of  the  executive  officers  of  the 
company,  the  printing  of  fac-simile  signature  of  the  president  to  such  contracts 
being  a compliance  with  this  provision. 

Sec.  12.  Finance  Committee. — The  finance  committee,  four  members  of 
which  shall  constitute  a quorum,  shall  have  power  to  invest  all  surplus  funds  of 
the  company  in  such  securities,  mortgages,  or  other  investments,  as,  in  its  dis- 
cretion, it  may  deem  proper.  All  investments  or  sales  of  stocks  or  bonds  shall 
be  made  in  the  name  of  the  company,  with  power  on  the  part  of  the  president, 
the  first  vice-president,  second  vice-president,  or  one  of  them,  with  the  secretary, 
the  assistant  secretary,  the  treasurer,  or  one  of  them,  to  effect  transfers  in  the 
name  of  the  company,  under  the  direction  of  the  finance  committee. 

Sec.  13.  Executive  Committee. — The  executive  committee,  two  members  of 
which  shall  constitute  a quorum,  shall  assist  the  president  in  the  general  man- 
agement and  conduct  of  the  business  of  the  company. 

Sec.  14.  Death  Loss  Committee. — The  death  loss  committee,  two  members 
of  which  shall  constitute  a quorum,  shall  consult  and  advise  with  the  officers  in 
all  matters  relating  to  the  adjustment  and  settlement  of  claims  for  losses;  no 
loss  shall  be  paid  without  the  approbation  of  this  committee. 


BOARD  OF  DIRECTORS. 

Sec.  15.  Funds  of  Company. — The  board  of  directors  shall  have  charge  of 
all  funds  of  the  company  and  see  to  the  safe  investment  thereof.  All  moneys 
shall  be  deposited  in  the  name  of  the  company  in  such  bank,  trust  company  or 
depositories  as  shall  be  designated  by  said  board,  it  being  required  that  all  checks 
against  the  funds  of  the  company  shall  be  signed  by  at  least  two  of  the  executive 
officers  of  the  company. 

Sec.  16.  Rates  of  Premium,  etc.— The  directors  may  determine  the  rates  of 
premium,  the  amounts  to  be  insured  on  any  one  life,  and  the  terms  of  insurances, 
and  shall  have  power  to  purchase,  for  the  benefit  of  the  company,  any  policies 
of  insurance,  dividends  or  other  obligations  issued  by  the  company,  and  also  any 
claims  of  policyholders  for  profits  growing  out  of  its  business. 

Sec.  1 7.  Removal  of  Officers,  etc. — For  good  and  sufficient  reasons,  the  board 
of  directors  may  remove  from  office  by  a two-thirds  vote  of  all  the  members  of 
the  board,  any  officer  or  director. 

Sec.  18.  Bonds  of  Employees. — The  board  of  directors  may  require  such 
officials  and  employees  as  it  may  designate,  to  file  satisfactory  bonds  for  the 
faithful  performance  of  their  duties. 


20 


CHARTERS  OF  LIFE  INSURANCE  COMPANIES. 


Sec.  29.  Bond  and  Insurance  Policy  on  Real  Estate;  Certificate  of  Attorney. — 
Before  any  money  is  paid  out  for  authorized  loans  on  real  estate,  the  president 
shall  receive  the  bond,  duly  executed,  a satisfactory  policy  of  insurance  (when 
fire  insurance  is  required),  and  the  certificate  of  such  attorney  or  counsel  for 
the  company,  as  may  be  retained  by  the  president  for  that  purpose,  that  the 
title  is  valid  and  unencumbered,  and  that  the  mortgage  is  duly  executed  and 
delivered. 

Sec.  30.  Examining  Committee. — The  accounts  and  assets  of  the  company, 
as  of  the  30th  day  of  June  and  the  31st  day  of  December  in  each  year,  shall  be 
examined  by  a special  committee,  appointed  by  the  president,  of  not  less  than 
five  directors,  a majority  of  whom  shall  not  be  members  of  the  finance  com- 
mittee, and  whose  report  shall  be  placed  on  the  minutes. 

Sec.  31.  By-Laws;  How  Altered. — These  by-laws  shall  not  be  altered  or 
amended,  except  at  a meeting  specially  called  for  that  purpose,  or  a regular 
meeting  subsequent  to  the  meeting  at  which  notice  shall  have  been  given  of  such 
intention. 

Sec.  32.  These  by-laws  shall  take  effect  from  the  date  of  the  adoption 
thereof. 


BERKSHIRE  LIFE. 


21 


BERKSHIRE  LIFE  INSURANCE  COMPANY. 


Commonwealth  of  Massachusetts.  In  the  year  one  thousand  eight 
hundred  and  fifty-one.  An  act  to  incorporate  the  Berkshire  County 
Mutual  Life  Insurance  Company. 

Sec.  i.  [ Incorporators .] — George  N.  Briggs,  James  E.  Marshall, 
Theodore  Pomeroy,  George  W.  Platner,  Phinehas  Allen,  Jr.,  J.  Mar- 
shall Crane,  James  D.  Colt,  2nd,  George  J.  Tucker,  Benjamin  F.  John- 
son, Daniel  B.  Fenn,  J.  C.  Goodrich,  Henry  L.  Sabin,  John  C.  Russell 
and  William  T.  Filley,  their  associates  and  successors,  are  hereby  made 
a corporation,  by  the  name  of  the  “Berkshire  County  Mutual  Life  In- 
surance Company,”  to  be  located  in  the  town  of  Pittsfield,  for  the 
purpose  of  making  insurance  on  lives,  with  all  the  powers  and  privi- 
leges, and  subject  to  all  the  duties,  liabilities  and  restrictions  set  forth, 
in  the  forty-fourth  chapter  of  the  Revised  Statutes. 

Sec.  2.  [ Capital  Stock.] — There  shall  be  an  original  guarantee 

capital  stock,  subscribed  to  the  said  corporation,  which  shall  be  one 
hundred  thousand  dollars,  to  be  divided  into  shares  by  the  corporation, 
half'  of  which  shall  be  paid  in,  in  money,  before  the  said  corporation 
shall  go  into  operation  for  the  purpose  of  making  insurance ; the  other 
half  of  the  said  stock  may  be  called  for  by  the  directors  from  time  to 
time,  when  they  deem  it  necessary  or  expedient,  and  shall  be  paid  in 
by  the  holders  of  the  stock,  which  shall  always  stand  pledged  to  the 
corporation,  for  all  such  assessments  so  called  for. 

Sec.  3.  [ Election  of  Directors.] — At  the  first  meeting  of  the  cor- 
poration a number  of  directors,  not  less  than  twelve,  shall  be  chosen  by 
the  subscribers  to  the  guarantee  stock,  who  shall  hold  their  offices  for 
one  year,  and  until  others  shall  be  chosen  in  their  stead.  At  all  subse- 
quent elections  of  directors,  the  number  shall  be  such  as  may  have 
been  provided  for  by  a previous  vote  of  the  directors,  or  by-law  of  the 
corporation ; and  in  case  of  no  provision  on  this  subject,  the  number 
shall  be  the  same  as  at  the  first  election,  one-half  of  whom  shall  be 
elected  by  the  subscribers  to  the  guarantee  stock,  and  the  other  half  by 
the  assured,  not  being  holders  of  the  guarantee  stock,  voting  in  sepa- 
rate bodies.  The  directors  shall  all  be  either  stockholders  or  assured, 
and  in  ceasing  to  be  such,  shall  cease  to  hold  the  said  office. 

Sec.  4.  [Limitation  of  Dividends.] — Whenever  the  net  surplus  re- 
ceipts of  the  said  corporation  over  the  losses  and  expenses,  and  after 


22 


CHARTERS  OF  LIFE  INSURANCE  COMPANIES. 


providing  for  risks,  shall  be  sufficient  for  the  purpose,  the  stockholders 
shall  be  entitled  to  an  annual  dividend  of  seven  per  cent,  or  to  such 
less  dividend  as  may  be  agreed  on  at  the  time  of  subscribing  for  the 
stock ; and  in  case  of  such  dividend  not  being  made  in  any  one  year,  it 
shall  be  made  good  at  a subsequent  period,  when  the  net  resources  of 
the  company  shall  be  sufficient  for  paying  the  same. 

Sec.  5.  [Investment  of  Funds.] — The  funds  of  the  said  corpora- 
tion shall  be  invested  in  such  purchases  and  loans  as  are  permitted  to 
savings  banks,  in  the  seventy-eighth  and  seventy-ninth  sections  of  the 
thirty-sixth  chapter  of  the  Revised  Statutes,  and  in  the  forty-fourth 
chapter  of  the  Acts  of  the  year  one  thousand  eight  hundred  and  forty- 
one.  The  said  company  may  hold  real  estate  to  the  amount  of  ten 
thousand  dollars,  for  the  purpose  of  securing  suitable  offices  for  the 
institution. 

Sec.  6.  [Redemption  of  Stock.] — After  providing  for  risks,  losses, 
incidental  expenses  and  dividends  as  aforesaid,  the  directors  shall  set 
apart  one-quarter  of  the  estimated  surplus  funds  and  receipts  as  a re- 
served fund,  to  be  applied  to  the  redemption  of  the  guarantee  stock; 
and  whenever  after  the  expiration  of  ten  years  from  the  time  of  organ- 
izing the  company,  the  amount  of  such  fund  shall  be  sufficient  for  the 
purpose,  and  the  assured  shall  vote  to  redeem  the  said  guarantee  stock, 
the  same  shall  be  redeemed. 

Sec.  7.  [Directors  Chosen  by  Assured.] — Upon  the  redemption  and 
extinction  of  the  guarantee  stock,  under  the  provision  of  the  sixth  sec- 
tion, the  directors  shall  be  chosen  by  the  assured. 

Sec.  8.  [Division  of  Surplus.] — At  the  expiration  of  every  five 
years  from  the  time  of  the  organization  of  the  company,  the  remaining 
three-quarters  of  the  estimated  surplus  funds  and  receipts  shall  be  re- 
imbursed to  and  among  the  assured,  in  proportion  to  the  whole  amount 
of  premiums  paid  during  the  preceding  five  years. 

Sec.  9.  [Payment  to  Massachusetts  General  Hospital.] — The  said 
corporation  shall  on  the  third  Monday  of  January  in  each  year,  pay 
over  to  the  trustees  of  the  Massachusetts  General  Hospital,  one-third 
of  the  net  profits,  if  any,  which  shall  have  arisen  from  insurance  on 
lives  made  during  the  preceding  year. 

House  of  Representatives,  May  10th.  1851.  Passed  to  be  enacted. 

N.  P.  BANKS.  JR.,  Speaker. 

In  Senate,  May  14th.  1851.  Passed  to  be  enacted. 

HENRY  WILSON,  President. 

May  15th,  1851.  Approved.  GEORGE  S.  BOUTWELL. 


BERKSHIRE  LIFE. 


2 3 


Change  of  Name  of  Company. 

Commonwealth  of  Massachusetts.  In  the  year  one  thousand  eight 
hundred  and  fifty-five. 

Sec.  i.  The  Berkshire  County  Mutual  Life  Insurance  Company 
are  hereby  authorized  to  take  the  name  of  the  Berkshire  Life  Insurance 
Company. 

Sec.  2.  This  act  shall  take  effect  from  and  after  its  passage. 

House  of  Representatives,  April  30th,  1855.  Passed  to  be  enacted. 

DANIEL  C.  EDDY,  Speaker,  etc. 

In  Senate,  May  1st,  1855.  Passed  to  be  enacted. 

HENRY  W.  BENCHLEY,  President. 
May  3,  1855.  Approved.  (Signed)  HENRY  J.  GARDNER. 


Authorized  to  Redeem  its  Guarantee  Stock. 
Commonwealth  of  Massachusetts.  In  the  year  one  thousand  eight 
hundred  and  sixty-three. 

Sec.  1.  The  Berkshire  Life  Insurance  Company  is  hereby  author- 
ized, whenever  so  directed  by  a vote  of  the  assured,  to  redeem  at  par 
and  extinguish  all  or  any  part  of  its  original  guarantee  capital  stock,  and 
to  appropriate  for  this  purpose  so  much  of  its  funds  as  may  be  neces- 
sary. 

Sec.  2.  This  act  shall  take  effect  upon  its  passage. 

House  of  Representatives,  February  27th,  1863.  Passed  to  be  en- 
acted. ALEX.  H.  BULLOCK,  Speaker. 

In  Senate,  February  28th,  1863.  Passed  to  be  enacted. 

J.  E.  FIELD,  President. 

March  3rd,  1863.  Approved.  JOHN  A.  ANDREW. 


Dividends  to  be  Made  Quinquennially. 
Commonwealth  of  Massachusetts.  In  the  year  one  thousand  eight 
hundred  and  sixty-four. 

Sec.  1.  At  the  expiration  of  evejw  five  years  from  the  time  of  or- 
ganization of  the  Berkshire  Life  Insurance  Company,  the  remaining 
three-quarters  of  the  estimated  surplus  funds  and  receipts  shall  be  re- 
imbursed equitably  to  and  among  the  assured  in  proportion  to  their  con- 
tributions to  the  same,  reckoning  as  contributions : First,  the  excess  of 
the  actual  premium  over  that  required  by  the  rate  of  mortality  agreeing 
most  nearly  with  the  actual  experience  of  the  company  and  the  assumed 
rate  of  interest  accumulated  at  the  current  rate  of  interest.  Second, 


24 


CHARTERS  OF  LIFE  INSURANCE  COMPANIES. 


the  excess  of  interest  over  the  assumed  rate  thereon  the  net  value  of 
the  policy  from  year  to  year,  also  accumulated  at  current  interest. 

Sec.  2.  The  eighth  section  of  chapter  one  hundred  and  forty  of  the 
Acts  of  the  year  eighteen  hundred  and  fifty-one  is  hereby  repealed. 

Sec.  3.  This  act  shall  take  effect  when  accepted  by  the  assured  at 
a meeting  of  said  company  held  for  that  purpose. 

House  of  Representatives,  April  2nd,  1864.  Passed  to  be  enacted. 

ALEX.  H.  BULLOCK,  Speaker. 

In  Senate,  April  4th,  1864.  Passed  to  be  enacted. 

J.  E.  FIELD,  President. 

April  5th,  1864.  Approved.  JOHN  A.  ANDREW. 


Authorized  to  Purchase  Real  Estate. 
Commonwealth  of  Massachusetts.  In  the  year  one  thousand  eight 
hundred  and  sixty-six. 

The  Berkshire  Life  Insurance  Company  is  hereby  authorized  to  pur- 
chase and  hold  real  estate  to  an  amount  not  exceeding  seventy-five 
thousand  dollars ; provided,  that  no  part  of  said  amount  shall  be  in- 
vested in  real  estate  except  in  the  purchase  of  a suitable  site  and  the 
erection  or  preparation  of  suitable  buildings  to  be  used  wholly  or  in 
part  for  the  purpose  of  said  company : and  all  income,  if  any,  arising 
from  such  real  estate,  shall  be  devoted  exclusively  to  the  interests  of 
said  company. 

February  20th.  1866.  Approved  (Signed) 

ALEX.  H.  BULLOCK. 


EXTRACTS  FROM  THE  BY-LAWS. 

1.  The  annual  meeting  of  the  corporation  shall  be  held  at  the  office  of  the 
company  in  Pittsfield,  on  the  first  Monday  after  the  15th  day  of  September  in 
every  year,  for  the  choice  of  directors  and  the  transaction  of  other  business. 

2.  The  regular  meetings  of  the  board  of  directors  shall  be  held  on  the  same 
day  of  the  annual  meeting,  and  on  the  first  Monday  of  December,  March.  June 
and  September,  at  the  office  of  the  company  in  Pittsfield  and  five  members  of 
the  board  shall  constitute  a quorum  for  the  transaction  of  business ; but  meetings 
may  be  adjourned  by  those  present,  or  by  the  secretary. 

A special  meeting  of  the  board  may  also  be  called  by  the  president  and 
secretary  by  giving  notice  to  each  member  at  least  three  days  before  such 
meeting. 

3.  The  board  of  directors  shall  appoint  and  regulate  the  salaries  of  all 
officers,  also  employ  clerks  and  agents,  and  require  them  to  give  such  bonds  as 
they  deem  advisable. 

6.  The  secretary  of  the  board  shall  be  clerk  of  the  corporation,  and  shall  give 
notice  of  the  annual  meetings  by  publishing  the  same  in  two  newspapers  of 


BERKSHIRE  LIFE. 


25 


Pittsfield,  ten  days  at  least  before  the  meeting.  Similar  notice  shall  be  given  of 
any  meeting  for  the  alteration  of  the  by-laws,  or  to  fill  vacancies  in  the  board. 
He  shall  have  general  charge  of  the  books  and  papers  belonging  to  the  company, 
and  do  all  its  writing  in  regard  to  its  business  matters. 

8.  The  president,  vice-president,  treasurer  and  four  members  of  the  board 
of  directors,  chosen  by  the  board,  shall  constitute  the  financial  committee,  five 
of  whom  shall  reside  in  Pittsfield.  Three' of  the  number  may  do  business,  pro- 
vided they  all  concur.  They  shall,  under  the  provision  of  law  and  general  super- 
vision of  the  board  of  directors,  invest  the  capital  stock  and  other  funds  of  the 
company,  and  keep  the  same  safely  invested.  When  the  interests  of  the  com- 
pany demand  it,  they  may  collect  or  sell  the  stock  of  securities  on  hand,  or  any 
part  of  them,  and  invest  anew  the  proceeds.  They  shall  also  examine  and  settle 
all  accounts  and  charges  against  the  company.  They  shall  also  keep  minutes 
of  their  proceedings  at  their  meetings  of  business,  in  books  kept  for  that  purpose, 
which  shall  be  kept  in  common  with  other  books  of  the  company.  Their 
regular  meetings  shall  be  held  on  the  last  Monday  of  every  month,  at  the  office 
of  the  company  in  Pittsfield. 

9.  All  policies,  conveyances,  deeds,  etc.,  shall  be  signed  by  the  president  and 
countersigned  by  the  secretary. 

10.  No  policy  shall  be  issued  on  a single  life  for  a greater  amount  than 
$20,000 ; and  no  policy  shall  take  effect  or  be  binding  until  the  premium  is  paid 
to  the  company  or  an  accredited  agent. 

11.  If  any  person  procuring  a policy,  and  becoming  obligated  to  this  com- 
pany for  premiums  or  interest,  by  note  or  otherwise,  shall  fail  to  pay  at  the  time 
appointed,  or  shall  fail  to  pay  such  assessments  upon  notes  or  other  obligations 
as  may  be  demanded,  or  shall  otherwise  fail  to  comply  with  the  terms  of  the 
contract,  such  policies  shall  be  therefore  void,  and  all  premiums  or  interest  then 
due,  and  all  payments  previously  made  shall  be  forfeited  to  the  company. 

12.  The  stock  of  the  company  subscribed  as  guarantee  capital  shall  be  divided 
into  shares  of  one  hundred  dollars  each.  Each  share  shall  entitle  the  holder  to 
one  vote,  but  no  stockholder  shall  in  his  own  right  carry  more  than  thirty 
votes. 

13.  Voters  may  delegate  their  right  by  a written  proxy,  which  shall  be  filed 
in  the  office  of  the  company. 

14.  The  half  of  the  guarantee  capital  stock  which  is  required  to  be  paid  in 
in  money  before  the  corporation  shall  go  into  operation  for  the  purpose  of 
making  insurance,  shall  always  stand  pledged  as  security  for  any  part  or  all  of 
the  remaining  half,  which  may  be  called  for  by  the  directors  at  any  time  before 
the  same  shall  be  redeemed. 

15.  At  the  expiration  of  every  five  years  from  the  time  of  the  organization 
of  this  company,  the  remaining  three-quarters  of  the  surplus  funds  and  receipts, 
which  are  not  reserved  according  to  section  6 of  the  charter,  shall  be  divided 
among  the  assured  who  hold  life  policies,  in  proportion  to  the  whole  amount  of 
premiums  paid  during  the  preceding  five  years.  (Marked  “Changed.”) 

16.  In  case  persons  who  are  insured  in  this  company  shall,  without  the  written 
consent  of  the  company,  visit  those  parts  of  the  United  States  which  lie  south 
of  the  southern  boundaries  of  Virginia  and  Kentucky,  between  the  1st  of  June 
and  the  1st  of  November,  or  shall  without  such  previous  consent  enter  into  any 
military  or  naval  service  whatsoever  (the  militia  not  in  actual  service  excepted), 
or  shall  without  such  previous  consent,  be  employed  as  an  engineer  or  fireman 


26 


CHARTERS  OF  LIFE  INSURANCE  COMPANIES. 


in  running  a locomotive  or  steamer,  or  in  the  manufacture  or  transportation  of 
gunpowder,  or  employed  in  a coal  mine,  or  shall  become  so  far  intemperate  as 
to  impair  their  health  or  induce  delirium  tremens,  or  shall  die  by  their  own  hands, 
or  in  consequence  of  a duel,  or  by  the  hands  of  justice,  or  in  the  known  violation 
of  any  law  of  the  States  or  of  the  United  States,  or  the  British  Provinces,  their 
policy  shall  be  void,  null  and  of  no  effect. 

17.  All  persons  whose  lives  are  insured  in  this  company  are  permitted  to  travel 
on  any  of  the  regular  mail  routes  and  coast  routes  in  the  United  States  and 
Territories  (except  not  to  go  south  of  the  southern  boundary  line  of  Virginia 
and  Kentucky  between  the  1st  of  June  and  the  1st  of  November,  without  the 
written  consent  of  the  company)  by  steamboat  or  otherwise,  and  travel  inland  or 
on  any  of  the  Northern  or  upper  lakes  by  steamboats  or  other  conveyances. 

18.  No  person  shall  be  eligible  as  a director  or  officer  who  is  not  interested 
in  the  guarantee  stock  to  the  amount  of  $500,  or  is  insured  by  policies  of  the 
company,  or  in  shares  and  policies  combined  to  the  amount  of  $1,000. 

19.  All  losses  will  be  paid  within  three  months  after  satisfactory  proof  is 
received  at  the  office  in  Pittsfield. 

20.  These  laws  may  be  amended  or  repealed  by  a majority  vote  of  those 
present  at  any  annual  meeting,  or  meeting  of  the  company  called  for  that  pur- 
pose, provided  notice  thereof  is  given  at  least  ten  days  before  such  meeting. 


CENTRAL  LIFE. 


27 


CENTRAL  LIFE  ASSURANCE  SOCIETY  OF  THE  UNITED 

STATES. 


Articles  of  Incorporation. 

I,  W.  B.  Martin,  Secretary  of  State  of  the  State  of  Iowa,  do  hereby 
certify  that  the  attached  instrument  of  writing  is  a true  and  correct 
copy  of  Amended  and  Substituted  Articles  of  Incorporation  of  the  Cen- 
tral Life  Assurance  Society  of  the  United  States,  Des  Moines,  Iowa, 
as  the  same  appears  of  record  in  this  office. 

In  testimony  whereof,  I have  hereunto  set  my  hand  and  affixed  the 
seal  of  the  Secretary  of  State  of  the  State  of  Iowa. 

Done  at  Des  Moines,  the  Capital  of  the  State,  December  7,  1903. 

W.  B.  MARTIN, 
Secretary  of  State. 

Amended  and  Substituted  Articles  of  Incorporation 

Preamble. — At  an  adjourned  meeting  of  the  regular  annual  meeting 
of  the  members  of  this  society,  held  at  the  home  office  in  the  city  of 
Des  Moines,  on  the  8th  day  of  February,  1902,  which  meeting  was 
regularly  called  and  held  for  the  purpose  of  changing  the  articles  of 
incorporation  of  this  society,  the  following  amended  and  substituted 
articles  of  incorporation  were  adopted  by  the  unanimous  vote  of  all 
the  members  present,  and  the  resident  directors,  viz. : Geo.  B.  Peak,  M. 
H.  Benson,  H.  G.  Everett  and  Geo.  H.  Carr  were  authorized  and  di- 
rected to  sign,  acknowledge  and  record  the  same,  and  to  do  all  things 
needful  to  carry  the  same  into  effect. 

Article  i.  Name  and  Place  of  Business.  Sec.  i. — The  name  of 
this  corporation  shall  be  the  Central  Life  Assurance  Society  of  the 
United  States. 

Sec.  2.  The  principal  place  of  business  of  this  society  shall  be  in 
the  city  of  Des  Moines,  Iowa. 

Article  2.  General  Nature  of  Business.  Sec.  i. — The  general  na- 
ture of  the  business  to  be  transacted  by  this  corporation  shall  be  to  do  a 
general  life  insurance  business,  to  issue  policies  of  insurance  upon  the 
lives  of  individuals,  including  ordinary  life  policies,  term,  endow- 
ment or  paid-up  life  policies,  and  such  other  forms  or  classes  of  life 
insurance  as  may  be  adopted  and  approved  by  the  directors,  not  incon- 
sistent with  the  laws  of  Iowa  governing  life  insurance  companies. 


28 


CHARTERS  OF  LIFE  INSURANCE  COMPANIES. 


Sec.  2.  This  society  shall  have  the  power  to  invest  in,  buy  and  sell 
bonds,  mortgages,  stocks  and  other  interest  bearing  securities  of  the 
character  specified  in  section  1806  of  the  Code  of  Iowa  and  laws 
amendatory  thereto ; to  make  loans  upon  its  own  policies  not  incon- 
sistent with  the  laws  of  Iowa*,  to  buy,  own,  and  improve  such  real 
estate  as  may  be  necessary  for  its  use  in  the  transaction  of  its  business; 
and  to  purchase  for  its  own  benefit  any  bond,  policy  or  obligation  issued 
by  it. 

Sec.  3.  This  corporation  may  sue  and  be  sued  in  its  corporate 
name,  shall  have  a common  seal,  and  may,  through  its  proper  officers, 
make  such  contracts  as  are  necessary  in  carrying  out  the  purposes  of 
the  society,  and  generally  shall  have  such  other  and  further  powers 
not  herein  specified  as  are  conferred  upon  such  corporations  by  law. 

Article  3.  Capital  Stock.  Sec.  i. — The  capital  stock  of  this  so- 
ciety shall  be  one  hundred  thousand  dollars  ($100,000),  divided  into 
shares  of  one  hundred  dollars  ($100)  each;  twenty-five  per  cent  of  the 
capital  stock  shall  be  paid  in  cash  before  the  commencement  of  business 
under  these  articles  of  incorporation,  and  the  balance  thereof  shall  be 
evidenced  in  the  form  of  stock  notes  of  its  stockholders  in  the  manner 
required  by  law,  and  shall  be  payable  in  such  amounts  and  at  such  times 
as  may  hereafter  be  determined  by, the  board  of  directors. 

Sec.  2.  Shares  of  stock  shall  be  transferred  only  upon  the  books  of 
the  society  in  compliance  with  the  laws  of  the  society,  and  the  society 
shall  have  a lien  on  all  stock  held  by  each  shareholder  for  all  indebted- 
ness or  other  liability  of  such  shareholder  to  the  society,  and  all  trans- 
fers of  stock  shall  be  subject  to  the  consent  and  approval  of  the  board 
of  directors. 

Article  4.  Commencement  and  Duration.  Sec.  i. — This  society 
shall  commence  business  under  these  articles  as  soon  as  it  se- 
cures the  proper  certificates  from  the  Secretary  and  Auditor  of  State 
of  the  State  of  Iowa,  as  provided  by  law,  and  shall  continue  for  fifty 
(5°)  years  from  February  18,  1896,  with  the  right  of  perpetual  suc- 
cession, and  shall  be  renewed  from  time  to  time  in  accordance  with  the 
provisions  of  law  relating  to  renewals  of  corporations. 

Article  5.  Directors  and  Officers.  Sec.  i. — The  affairs  of  this 
corporation,  and  the  management  of  its  business  shall  be  conducted  by 
a board  of  directors  consisting  of  not  less  than  three  (3)  nor  more 
than  nine  (9)  persons. 

Sec.  2.  The  directors,  who  shall  be  stockholders  of  this  society 
shall  be  elected  by  the  stockholders  at  their  annual  meetings,  and  their 
number  shall  be  determined,  and  their  term  of  office  fixed  by  the  by- 
laws of  this  society. 


CENTRAL  LIFE 


29 


Sec.  3.  The  board  of  directors  shall  have  power  to  determine  the 
rates  and  premium  for  insurance,  the  forms,  terms  and  conditions  of 
policies  and  bonds  to  be  issued  by  the  society,  to  appoint  such  com- 
mittees and  such  agents  as  they  may  deem  advisable  for  the  purpose  of 
the  efficient  conduct  of  the  business  of  the  society,  and  to  adopt  such 
by-laws,  rules  and  regulations  from  time  to  time  as  they  may  deem  ex- 
pedient to  promote  the  interests  of  the  society  not  inconsistent  with 
law  and  these  articles.  The  directors  shall  also  have  the  power  to  pro- 
vide for  and  maintain  a mortuary  fund,  expense  fund,  a guaranty  fund, 
a surplus  and  a reserve  fund  for  the  safe  and  careful  management  of 
the  society,  and  for  the  protection  and  security  of  its  policyholders. 

Sec.  4.  The  officers  of  this  company  shall  be  a president,  a vice- 
president,  a secretary,  a treasurer,  a counsellor,  a medical  director 
and  such  other  officers  as  the  board  of  directors  may  from  time  to 
time  determine  to  be  necessary  and  expedient  for  the  proper  manage- 
ment of  the  affairs  of  this  society. 

Sec.  5.  The  board  of  directors  shall,  immediately  after  the  an- 
nual meeting  of  the  stockholders,  elect  all  the  officers  named  in  the 
foregoing  section,  who  shall  hold  their  office  for  one  year,  and  until  their 
successors  are  elected  and  qualified,  and  fix  their  compensation.  By  a 
two-thirds  vote,  the  board  of  directors  may  remove  any  officer  or 
director  from  office,  and  they  shall  have  the  power  to  fill  any  vacancies 
that  may  occur  in  the  board  of  directors  or  officers  of  the  society, 
but  the  terms  of  office  of  all  persons  so  elected  by  the  board  of  direc- 
tors shall  expire  at  the  annual  meeting  of  the  stockholders  of  this 
society. 

Article  6.  Annual  Meeting,  Indebtedness,  Exemption  from  Cor- 
porate Debts.  Sec.  i. — The  annual  meeting  of  the  stockholders  of 
this  society  shall  be  held  upon  the  second  Tuesday  in  January  of  each 
year.  At  such  annual  meeting  the  stockholders  shall  elect  directors  to 
fill  any  vacancies  occurring  in  the  board  of  directors,  receive  and  con- 
sider annual  reports  of  the  officers,  and  transact  any  and  all  other 
business  which  may  legally  come  before  them ; each  stockholder  shall 
be  entitled  to  one  vote  for  each  share  of  stock  held  by  him,  and  a quo- 
rum shall  consist  of  persons  representing  a majority  of  the  stock.  At 
such  stockholders’  meeting  persons  owning  stock  shall  vote  the  same 
in  person  or  by  a proxy  duly  and  legally  authorized  by  written  instru- 
ment. 

Sec.  2.  Special  meetings  of  the  stockholders  may  be  held  by  order 
of  the  board  of  directors  at  any  time  upon  ten  days’  notice  in  writing, 
mailed  to  the  address  of  each  stockholder,  as  shown  bv  the  books  of 


30 


CHARTERS  OF  LIFE  INSURANCE  COMPANIES. 


the  society;  such  notice  shall  state  in  a general  way  the  nature  of  the 
business  to  be  transacted  at  such  special  meeting. 

Sec.  3.  The  highest  amount  of  indebtedness  to  which  this  corpora- 
tion shall  at  any  time  subject  itself,  exclusive  of  risks  for  insurance 
shall  not  exceed  two-thirds  of  its  paid-up  capital  stock. 

Sec.  4.  The  private  property  of  stockholders  in  this  corporation 
shall  be  exempt  from  corporate  debts. 

Article  7.  Change  of  Articles.  Sec.  i. — The  articles  may  be 
changed  or  amended  at  any  annual  meeting  of  the  stockholders,  or 
special  meeting  called  for  that  purpose. 

In  witness  whereof,  we  have  hereunto  affixed  our  hands  at  Des 
Moines,  this  tenth  day  of  February,  1902.  Geo.  B.  Peak.  M.  H.  Ben- 
son, H.  G.  Everett,  Geo.  H.  Carr. 


EXTRACTS  FROM  THE  BY-LAWS. 

Article  1.  The  business  of  this  company  shall  be  to  make  insurance  upon  the 
lives  of  individuals  and  in  connection  therewith  shall  exercise  all  the  powers  and 
privileges,  including  the  right  to  grant,  purchase  or  dispose  of  annuities  author- 
ized by  law. 

Article  2.  The  management  of  the  affairs  of  this  company  shall  be  under 
and  by  a board  of  directors  composed  of  not  more  than  nine  members.  Said 
board  of  directors  shall  elect  from  their  number  an  executive  committee  com- 
posed of  not  less  than  three  members  whose  duty  it  shall  be  under  the  direction 
of  the  board  of  directors  and  between  the  meetings  thereof  to  manage  the 
business  and  affairs  of  the  company,  and  whose  term  of  office  shall  be  one  year. 
No  officer  or  director  of  this  company  shall  have  any  authority  not  conferred 
by  the  articles  of  incorporation  or  by-laws  or  by  direction  of  the  board  of 
directors.  Nor  shall  any  officer  or  member  assume  any  obligations  or  undertake 
any  enterprise  in  the  name  of  the  company  unless  so  ordered  or  authorized  by 
the  board  of  directors  or  executive  committee. 

Article  3.  The  president  of  the  company  shall  have  general  supervision  of 
the  business  of  the  company,  and  when  directed  by  the  board  of  directors  or 
executive  committee  shall  transfer  stock,  satisfy  mortgages,  make  and  call  in 
investments  and  execute  all  deeds  and  papers  requiring  the  seal  of  the  company. 
He  shall  sign  all  policies  of  insurance  issued  and  all  orders  drawn  upon  the 
treasurer.  He  shall  preside  at  all  meetings  of  the  company  and  of  the  board 
of  directors. 

Article  ii.  There  shall  be  a stated  quarterly  meeting  of  the  board  of  direc- 
tors held  at  the  office  of  the  company  in  Des  Moines  on  the  first  Monday  in 
January,  April,  July  and  October  of  each  year.  Special  meetings  may  be  called 
by  the  president,  or  in  his  absence  by  the  vice-president,  secretary  or  by  three 
directors.  Should  the  president  not  deem  it  necessary  to  make  the  call  or  fail 
to  do  so,  three  directors  may  make  written  request  to  either  of  the  above  officers, 
who  shall  duly  notify  all  of  the  directors  of  the  time  and  place  of  said  meeting. 
Should  the  above  officers  refuse  to  comply  with  this  request,  the  directors  shall 
be  vested  with  power  to  make  the  call  direct  by  giving  notice  in  writing  to  every 
member  of  the  board  of  directors,  stating  the  object  of  the  meeting. 


CENTRAL  LIFE. 


31 


Article  12.  Sec.  i.  The  annual  meeting  of  the  stockholders  of  this  society 
shall  be  held  upon  the  second  Tuesday  of  January  of  each  year.  At  such  annual 
meeting  the  stockholders  shall  elect  directors  to  fill  any  vacancies  occurring  in 
the  board  of  directors,  receive  and  consider  annual  reports  of  the  officers,  and 
transact  any  and  all  other  business  which  may  legally  come  before  them ; each 
stockholder  shall  be  entitled  to  one  vote  for  each  share  of  stock  held  by  him, 
and  a quorum  shall  consist  of  persons  representing  a majority  of  the  stock.  At 
such  stockholders’  meeting  persons  owning  stock  shall  vote  the  same  in  person 
or  by  a proxy  duly  and  legally  authorized  by  written  instrument. 

Sec.  2.  Special  meetings  of  the  stockholders  may  be  held  by  order  of  the 
board  of  directors  at  any  time  upon  ten  days’  notice  in  writing,  mailed  to  the 
address  of  each  stockholder  as  shown  by  the  books  of  the  society;  such  notice 
shall  state  in  general  way  the  nature  of  the  business  to  be  transacted  at  such 
special  meeting. 

Article  13.  The  board  of  directors  of  this  company  shall  be  elected  at  the 
annual  meeting  of  the  company.  All  directors  hereafter  elected  shall  hold  office 
for  four  years  and  until  their  successors  are  elected  and  qualified. 

Article  14.  The  officers  of  this  company  shall  be  a president,  first  vice-presi- 
dent, second  vice-president,  secretary,  assistant  secretary,  counselor,  medical 
director,  treasurer,  auditor  and  executive  committee.  Said  officers  shall  be  elected 
annually  by  the  board  of  directors,  such  election  to  be  held  immediately  after  the 
regular  annual  meeting  of  the  company  at  the  office  of  the  company  in  Des 
Moines,  la. 

Article  18.  Insurance  in  this  company  shall  be  written  upon  such  terms  and 
conditions  as  may  be  determined  by  the  board  of  directors,  and  all  death  losses 
shall  be  paid  within  ninety  days  after  satisfactory  proofs  of  the  death  have  been 
filed  with  the  company  and  all  annuities  within  ninety  days  after  the  same  shall 
have  matured. 

Article  19.  All  surplus  funds  of  this  company  shall  be  invested  in  interest- 
bearing  securities,  in  compliance  with  section  1169  of  the  Code  of  Iowa. 

Article  20.  Such  a part  of  the  regular  annual  premiums  collected  for  in- 
surance shall  be  set  apart  as  mortuary  fund,  as  according  to  the  American 
experience  table  of  mortality,  shall  be  sufficient  to  pay  death  losses. 

Article  21.  The  society  shall  also  create  a surplus  accumulation  fund.  This 
fund  shall  be  made  up  of  all  interest  accumulations  and  accumulations  from  lapses, 
which  may  occur,  together  with  such  a part  of  the  regular  annual  premiums 
collected  for  insurance  as  shall  be  equal  to  25  per  cent  of  the  mortuary  fund. 
This  fund  shall  protect  the  society  against  any  increase  in  the  mortality  rate, 
and  at  the  end  of  the  accumulation  period  for  which  policies  have  been  written, 
shall  be  equitably  apportioned  to  the  holders  of  policies  participating  in  same. 
The  company  shall  have  the  power  during  the  first  three  years  of  any  poilcy  to 
use  said  25  per  cent  of  mortuary  fund  during  said  time  to  the  furtherance  of 
the  business  interests  of  the  company.  This  by-law  shall  be  understood  to 
apply  only  to  the  limited  term  accumulation  policies. 

Article  22.  Lapsed  policies  may  be  revived  on  the  following  terms  and  con- 
ditions : The  policyholder  shall  within  six  months  from  the  time  the  premium 

became  due  furnish  the  company  with  a certificate  of  good  health  and  pay  up 
all  back  premiums  with  interest  thereon  at  the  rate  of  6 per  cent  per  annum. 

Article  23.  The  officers  and  directors  shall  receive  such  compensation  for 
their  services  as  shall  be  determined  by  the  board  of  directors. 


3 2 


CHARTERS  OF  LIFE  INSURANCE  COMPANIES. 


Article  24.  A majority  of  the  board  shall  constitute  a quorum  for  the  trans- 
action of  business,  but  a less  number  may  adjourn  from  time  to  time. 

Article  25.  These  by-laws  may  be  amended  at  any  regular  or  special  meeting 
of  the  board  by  a two-thirds  vote  of  all  the  members  of  the  board,  provided  ten 
days'  notice  of  the  proposed  change  has  been  given  in  writing  to  each  member 
of  the  board. 

Article  26.  All  officers  of  this  company  shall  give  security  for  the  faithful 
performance  of  their  duties  in  bonds  in  the  following  sums,  to  wit : The  presi- 

dent, secretary  and  assistant  secretary.  $1000  each;  the  treasurer,  $1000;  the 
first  and  second  vice-presidents,  $1000.  All  of  said  bonds  shall  be  given  with 
sureties  to  be  approved  by  the  board  of  directors,  and  every  bond  so  taken  shall 
be  so  drawn  as  to  remain  in  force  until  a new  bond  shall  be  substituted  and 
approved  by  the  board  of  directors  or  until  canceled  by  a resolution  of  the 
board.  The  bond  of  the  assistant  secretary  shall  be  filed  with  the  president 
and  all  other  bonds  with  the  assistant  secretary. 

Article  27.  Every  officer  of  this  society  shall  qualify  as  such  within  ten  days 
from  the  date  of  his  election.  And  a failure  upon  the  part  of  any  officer  to  qualify 
as  required  by  the  constitution  and  by-laws  of  this  society  shall  be  construed 
as  a refusal  upon  the  part  of  such  person  to  accept  such  office. 


CITIZENS  LIFE. 


33 


CITIZENS  LIFE  INSURANCE  COMPANY. 


Articles  of  Incorporation. 

The  undersigned  persons,  viz:  Wesley  H.  Gregory,  Louis  T.  David- 
son, Henry  Enos  Tuley,  Chas.  B.  Norton,  Robt.  E.  Gregory,  Chas.  B. 
Nordeman,  Helm  Bruce,  L.  Wallace  Key,  Everett  A.  Morgan,  Chas. 
C.  Wyatt,  James  M.  Gillum,  Edwin  A.  Stevens,  H.  Elvis  Mason,  John 
B.  Key,  Jerry  B.  Mason,  Frank  M.  Fisher,  Edward  P.  Gilson  and 
Walter  H.  Albritton,  do  hereby  associate  to  establish  a corporation  pur- 
suant to  the  provisions  of  chapter  32  of  the  Kentucky  statutes,  and 
especially  pursuant  to  article  4,  sub-divisions  1 and  2 thereof. 

1.  The  name  of  the  corporation  shall  be  Citizens  Life  Insurance 
Company. 

2.  It  will  transact  the  business  of  making  insurance  upon  the  lives 
of  individuals,  and  of  granting,  purchasing  and  disposing  of  annuities 
and  endowments ; and  shall  have  power  to  cause  itself  to  be  insured 
against  any  loss  or  risk  it  may  have  incurred. 

3.  The  corporation  will  be  organized  on  the  stock  plan,  but  shall 
have  power  to  issue  participating  policies,  the  holders  whereof  shall 
not  thereby  become  members  of  the  corporation,  but  shall  be  entitled 
to  participate  in  profits  to  such  extent,  and  upon  such  plans,  terms  and 
conditions  as  shall  be  prescribed  or  agreed  on. 

4.  Its  principal  office  shall  be  in  Louisville,  Jefferson  county, 
Kentucky. 

5.  The  amount  of  its  capital  stock  will  be  $100,000 ; but  it  shall  have 
power  to  increase  the  amount  of  its  capital  stock,  in  the  manner  pro- 
vided by  law,  to  an  amount  not  exceeding  $500,000.  Said  stock  shall 
be  divided  into  shares  of  $10  each. 

6.  The  number  of  directors  of  the  corporation  will  be  twenty-four. 

7.  The  regular  annual  meeting  of  the  stockholders  of  the  corpora- 
tion will  be  held  at  its  office  in  the  city  of  Louisville,  Ky.,  on  the  second 
Tuesday  of  January  of  each  year,  beginning  at  the  hour  of  ten  o’clock 
a.  m. ; at  which  meeting  the  directors  of  the  corporation  will  be  elected. 

8.  The  board  of  directors  shall  have  power  to  fill  vacancies  in  its 
body. 

9.  The  officers  of  the  corporation,  each  of  whom  shall  be  a director, 
and  be  elected  at  the  first  meeting  of  the  board  of  directors  after  its 
own  creation,  shall  be  a president,  a first  vice-president  and  general 
manager,  which  last  two  offices  may  be  filled  by  the  same  person,  a 


34 


CHARTERS  OF  LIFE  INSURANCE  COMPANIES. 


second  vice-president,  a secretary,  a treasurer,  a general  counsel 
and  a medical  director. 

10.  The  president,  first  vice-president  and  general  manager, 
second  vice-president,  secretary,  treasurer,  medical  director  and 
general  counsel,  shall  constitute  an  executive  committee;  which,  in 
addition  to  the  powers  and  duties  hereinafter  conferred  upon  it,  shall 
have  such  other  powers  and  duties  as  shall  be  conferred  upon  it  by  the 
board  of  directors. 

11.  The  said  executive  committee  shall  have  power  to  employ  any 
persons  to  serve  the  corporation  whom  it  may  consider  desirable;  and 
to  prescribe  the  terms  and  conditions  of  service;  and  to  fix  and  de- 
termine what  compensation,  if  any,  shall  be  received  by  any  officer, 
director  or  employee  of  the  corporation. 

12.  The  board  of  directors  shall  have  power  to  create  out  of  its 
own  number,  a finance  committee,  and  any  other  committee  which  it 
shall  consider  desirable  to  act  in  conducting  the  affairs  of  the  corpo- 
ration, and  shall  have  power  to  define  the  powers  and  duties  of  such 
committee. 

13.  The  treasurer  will  be  required  to  execute  a bond  to  the  corpo- 
ration with  good  surety,  which  shall  be  approved  by  the  board  of  di- 
rectors, in  a sum  not  less  than  $25,000,  the  exact  amount  of  which  shall 
be  fixed  by  the  board  of  directors,  for  the  faithful  discharge  of  his 
duities  as  treasurer. 

14.  The  board  of  directors  shall  have  power  to  make  by-laws  for 
the  regulation  of  the  affairs  of  the  corporation. 

15.  The  private  property  of  stockholders  shall  not  be  subject  to  the 
payment  of  the  debts  of  the  corporation,  except  so  far  as  expressly 
made  thus  subject  by  the  law^s  of  Kentucky. 

16.  The  corporation  will  commence  when  it  shall  have  complied 
with  the  laws  of  Kentucky  authorizing  it  so  to  do,  and  will  continue 
until  terminated  in  the  manner  provided  by  law ; and  shall  do  business 
in  the  United  States,  and  wherever  else  it  may  deem  advisable. 

Witness  the  signatures  of  the  corporators  this  1st  day  of  July,  1904. 
Wesley  H.  Gregory,  Louis  T.  Davidson,  Henry  Enos  Tuley,  Charles 
B.  Norton,  Robert  E.  Gregory,  Charles  B.  Nordeman,  Helm  Bruce,  L. 
Wallace  Key,  Everett  A.  Morgan,  Charles  C.  Wyatt,  James  M.  Gillum, 
Edwin  A.  Stevens,  H.  Elvis  Mason,  John  B.  Key,  Jerry  B.  Mason, 
Frank  M.  Fisher,  Edward  P.  Gilson,  Walter  H.  Albritton. 


Amendment. 

The  undersigned,  being  the  president  and  a majority  of  the  directors 
of  the  Citizens  Life  Insurance  Company,  do  hereby  state  that,  by  the 


CITIZENS  LIFE. 


35 


written  consent  of,  and  by  a vote  of,  stockholders  representing  more 
than  two-thirds  (2-3)  of  its  capital  stock,  and  after  notice  of  the  pro- 
posed increase  had  been  mailed  to  the  address  of  each  stockholder 
twenty  days  before  the  meeting  was  held  for  that  purpose,  the  Citizens 
Life  Insurance  Company  on  January  10,  1905,  increased  its  capital 
stock  from  the  sum  of  one  hundred  thousand  dollars  ($100,000)  to  a 
total  of  five  hundred  thousand  dollars  ($500,000),  being  an  increase  of 
four  hundred  thousand  dollars  ($400,000). 

Witness  the  signatures  of  said  parties  this  January  10,  1905.  W. 
H.  Gregory,  president ; J.  Whit  Potter,  Chas.  B.  Norton,  J.  W.  Koontz, 
Louis  T.  Davidson,  M.  A.  Scovell,  L.  W.  Key,  Jas.  W.  Thacker,  C.  B. 
Nordeman,  R.  E.  Gregory,  Jas.  H.  Parrish,  Henry  Enos  Tuley,  E. 
Rice,  Helm  Bruce,  Robert  M.  Trimble. 


Amendment. 

This  instrument  witnesseth,  That  the  -Citizens  Life  Insurance 
Company,  by  the  consent  in  writing  of  the  owners  of  more  than  two- 
thirds  of  its  capital  stock,  and  by  vote  at  a stockholders’  meeting  duly 
assembled,  has  amended  its  articles  of  incorporation  by  rescinding  sec- 
tion 9 of  the  original  articles  and  substituting  in  lieu  thereof  the  fol- 
lowing as  section  9,  to  wit: 

9.  The  officers  of  the  corporation,  each  of  whom  shall  be  a 
director  and  be  elected  at  the  first  meeting  of  the  board  of  directors 
after  its  own  creation,  shall  be  a president,  a first  vice-president,  a 
second  vice-president,  a secretary,  a treasurer,  a general  manager,  a 
general  counsel  and  a medical  director.  The  offices  of  president  and 
general  manager  may  be  filled  at  the  same  time  by  the  same  person. 

Witness  the  signatures  of  undersigned,  being  the  president  and  a 
majority  of  the  directors  of  the  said  Citizens  Life  Insurance  Company, 
this  third  day  of  February  1905.  W.  H.  Gregory,  president;  J.  W.  M. 
Stewart,  R.  E.  Gregory,  C.  B.  Nordeman,  Chas.  B.  Norton,  Louis  T. 
Davidson,  Henry  Enos  Tuley,  Jas.  H.  Parrish,  L.  W.  Key,  J.  H. 
Mersman,  J.  W.  Koontz,  E.  Rice,  Helm  Bruce,  directors. 


Amendment. 

Whereas,  the  owners  of  more  than  two-thirds  of  the  capital  stock 
of  the  Citizens  Life  Insurance  Company,  a corporation  created  and 
organized  under  chapter  32  of  the  Kentucky  statutes,  have  consented 
in  writing  to  the  changes  hereinafter  described  in  its  articles  of  incor- 
poration, which  written  consent  is  on  file  at  the  office  of  said  company, 
now,  therefore,  the  said  articles  of  incorporation  are  hereby  amended 


^6  CHARTERS  OF  LIFE  INSURANCE  COMPANIES. 

by  repealing  sections  9 and  10  thereof,  and  by  substituting  in  lieu  of 
same  the  following  as  sections  9 and  10  thereof,  to  wit : 

9.  The  officers  of  the  corporation,  who  shall  be  annually  elected  by 
the  board  of  directors  at  its  first  meeting  after  its  own  creation,  shall 
be  a president,  a first  vice-president,  a second  vice-president,  a third 
vice-president,  a secretary,  an  assistant  secretary,  a treasurer,  a general 
manager,  a general  counsel  and  a medical  director.  Each  of  these  offi- 
cers shall  be  a member  of  the  board  of  directors,  except  the  assistant 
secretary  and  the  medical  director,  who  shall  not  be  members  of  said 
board.  It  shall  be  the  duty  of  the  board  of  directors  at  its  first  meeting 
after  the  adoption  of  this  amendment  to  fill  the  office  of  third  vice- 
president  until  the  next  general  election. 

The  offices  of  president  and  general  manager  may  be  filled  at  the 
same  time  by  the  same  person,  as  may  also  the  offices  of  secretary  and 
treasurer.  During  the  absence  of  the  secretary  the  assistant  secretary 
shall  perform  the  duties  of  the  secretary,  but  not  of  the  treasurer. 

10.  The  president,  treasurer  and  third  vice-president  shall  constitute 
an  executive  committee ; which,  in  addition  to  the  powers  and  duties 
hereinafter  conferred  upon  it,  shall  have  such  other  powers  and  duties 
as  shall  be  conferred  upon  it  by  the  board  of  directors. 

In  witness  whereof,  The  undersigned  directors  of  the  said  Citizens 
Life  Insurance  Company,  being  more  than  a majority  thereof,  have 
hereunto  set  their  signatures  this  16th  day  of  September,  1905.  L.  W. 
Key,  Helm  Bruce,  W.  H.  Gregory,  S.  S.  Faulkner,  J.  W.  Cabaniss, 
R.  E.  Gregory,  J.  W.  Thacker,  J.  W.  M.  Stewart,  J.  H.  Parrish,  J.  W. 
Koontz,  F.  M.  Fisher,  J.  Whit  Potter,  J.  E.  Jarratt. 


THE  COLONIAL  LIFE. 


37 


THE  COLONIAL  LILE  INSURANCE  COMPANY  OF 

AMERICA. 


Certificate  of  Authority. 

State  of  New  Jersey, 

Department  of  Banking  and  Insurance, 
Trenton,  December  31,  1897. 

Whereas,  Satisfactory  evidence  has  been  exhibited  to  me,  and  filed 
in  this  department,  showing  that  the  corporators  of  The  Colonial  Life 
Insurance  Company  of  America,  of  Jersey  City,  N.  J.,  have  fully  or- 
ganized the  said  company  according  to  law,  and  that  the  sum  of  one 
hundred  thousand  dollars  ($100,000)  of  the  capital  of  said  company 
has  been  actually  paid  in  cash,  as  required  by  the  act  entitled  “An  act 
to  provide  for  the  regulation  and  incorporation  of  insurance  com- 
panies” (revision),  approved  April  9,  1875,  and  the  supplements  and 
amendments  thereto;  and, 

Whereas,  The  said  company  has  deposited  in  this  department  for 
the  security  of  its  policyholders  the  sum  of  twenty  thousand  dollars 
($20,000)*  in  the  securities  required  and  allowed  by  said  act;  and, 

Whereas,  The  said  company  has  filed  in  the  county  clerk’s  office  of 
the  county  of  Hudson  a certified  copy  of  its  certificate  of  organization 
and  other  papers,  pursuant  to  the  provisions  of  said  act ; 

Now,  therefore,  I,  William  Bettle,  Commissioner  of  Banking  and 
Insurance  of  the  State  of  New  Jersey,  do  hereby  certify  that  the  said 
The  Colonial  Life  Insurance  Company  of  America  has  complied  with 
the  laws  of  said  State  applicable  to  it,  and  is  duly  authorized  to  com- 
mence business  and  issue  policies  as  a joint-stock  life  insurance 
company. 

State  of  New  Jersey,  In  witness  whereof,  I have 

(Seal)  hereunto  set  my  hand  and 

Department  of  Banking  and  Insurance.  affixed  my  official  seal  at 

Trenton,  the  day  and  year 
first  above  written 

(Signed)  WILLIAM  BETTLE, 

Commissioner  of  Banking  and  Insurance. 


* First  instalment  only.  Eighty  thousand  dollars  in  addition  subsequently  deposited. 


38 


CHARTERS  OF  LIFE  INSURANCE  COMPANIES. 


THE  COLUMBIAN  NATIONAL  LIFE  INSURANCE 
COMPANY. 


Chapter  447  of  the  Acts  of  1902.  An  Act  to  Incorporate  the 
Columbian  National  Life  Insurance  Company. 

Be  it  enacted,  etc.,  as  follows: 

Sec.  1.  Winslow  Warren,  Alexander  S.  Paton,  Edward  A.  Pres- 
brey,  Francis  P.  Sears,  Gardner  Perry,  Joseph  Balch,  Hosea  M. 
Knowdton,  Arthur  B.  Daniels,  Francis  Peabody,  Jr.,  and  Julian  Cod- 
man,  their  associates  and  successors,  are  hereby  created  a corporation 
under  the  name  of  The  Columbian  National  Life  Insurance  Company, 
to  be  located  in  the  city  of  Boston,  for  the  transaction  of  life  insurance ; 
with  all  the  rights,  powers  and  privileges,  and  subject  to  all  the  duties, 
liabilities  and  restrictions  conferred  or  imposed  by  the  general  laws 
now  or  hereafter  in  force,  applicable  to  domestic  stock  life  insurance 
companies,  so  far  as  said  laws  are  not  inconsistent  with  the  provisions 
of  this  act. 

Sec.  2.  The  board  of  directors  shall  consist  of  not  less  than  fifteen 
members,  who  shall  be  chosen  by  ballot  from  the  stockholders,  and  a 
majority  of  whom  shall  be  residents  of  the  Commonwealth.  Not  less 
than  eight  shall  constitute  a quorum  to  do  business,  although  a less 
number  may  adjourn  from  time  to  time.  The  number  of  directors  and 
the  number  constituting  a quorum  may  be  increased  or  diminished 
within  the  said  limits  at  any  annual  or  special  meeting  of  the  stock- 
holders. The  directors  shall  have  the  power  to  choose  from  their 
number  an  executive  committee  of  not  less  than  seven,  which  may  ex- 
ercise all  the  powers  of  the  board  of  directors  whenever  the  board 
shall  not  be  in  session,  and  also  all  the  powers  expressly  conferred 
upon  it  by  the  by-laws.  The  corporation  may  determine  by  its  by- 
laws the  manner  of  calling  and  conducting  all  meetings,  and  the  mode 
of  voting  by  proxy.  Each  stockholder  shall  be  entitled  to  one  vote 
for  every  share  of  capital  stock  owned  by  him. 

Sec.  3.  The  capital  stock  of  the  corporation  shall  be  two  hundred 
thousand  dollars,  divided  into  two  thousand  shares  of  the  par  value  of 
one  hundred  dollars  each.  The  capital  stock  shall  be  paid  in,  in  cash 
within  twelve  months  after  date  of  the  passage  of  this  act ; and  no 
certificates  of  shares  and  no  policies  shall  be  issued  until  the  whole 
capital  stock  is  paid  in. 


COLUMBIAN  NATIONAL  LIFE. 


39 


Sec.  4.  Until  the  net  surplus  of  the  corporation  shall  amount  to 
two  hundred  thousand  dollars  no  dividend  exceeding  six  per  cent  per 
annum  shall  be  declared  or  paid  on  the  capital  stock ; provided,  that  if, 
in  any  year  before  such  time,  the  dividend  paid  shall  be  less  than  six 
per  cent  it  may  be  made  good  in  any  subsequent  year  notwithstanding 
the  foregoing  limitation.  When  the  net  surplus  of  the  corporation 
shall  equal  twice  the  amount  of  its  capital  stock,  said  stock  may  be 
retired,  and  in  such  case  the  policyholders  shall  become  members  of 
the  corporation  and  direct  its  affairs  as  in  the  case  of  mutual  companies. 

Sec.  5.  The  corporation  may  issue  policies  stipulated  to  be  with  or 
without  participation  in  the  profits.  Persons  insured  on  the  participat- 
ing plan  shall  be  entitled  to  such  share  in  the  profits,  distributable  upon 
the  contribution  to  surplus  plan  and  withdrawable  at  the  end  of  such 
periods  as  may  be  provided  by  the  by-laws  or  agreed  upon  between  the 
insured  and  the  corporation ; but  they  shall  not  by  reason  thereof  be 
members  of  the  corporation. 

Sec.  6.  This  act  shall  take  effect  upon  its  passage. 

Approved  June  5,  1902. 


EXTRACTS  FROM  THE  BY-LAWS. 

Sec.  1.  Name  and  Seal. — This  corporation  shall  be  named  the  Columbian 
National  Life  Insurance  Company,  and  shall  have  a common  seal  bearing  its 
name  and  the  year  of  its  organization. 

Sec.  2.  Directors. — The  property  and  business  of  the  company  shall  be  man- 
aged by  a board  of  not  less  than  twenty-five  directors ; provided,  that  until  the 
first  annual  meeting  in  1903  the  board  may  consist  of  less  than  twenty-five,  but 
not  less  than  fifteen  directors. 

At  the  first  meeting  of  the  incorporators  and  stockholders  of  the  company, 
fifteen  directors  shall  be  elected  by  ballot,  to  serve  until  the  next  annual  meeting 
of  the  stockholders,  or  until  their  successors  shall  have  been  elected  and  qualified. 
Said  fifteen  directors,  with  such  additional  ones  as  shall  be  chosen  by  ballot  from 
time  to  time  for  the  unexpired  term  of  the  first  year,  at  any  special  meeting  of 
the  stockholders,  shall  have  power  during  their  term  of  office  to  fill  by  ballot,  all 
vacancies  in  their  number. 

Permanent  Directors  to  Serve  in  Classes. — At  the  first  annual  meeting  in  1903, 
the  stockholders  shall  elect  by  ballot  thirty-six  directors,  twelve  to  serve  until 
the  annual  meeting  in  1906,  twelve  to  serve  until  the  annual  meeting  in  1905,  and 
twelve  to  serve  until  the  annual  meeting  in  1904,  and  thereafter  at  each  annual 
meeting  shall  elect  for  a term  of  three  years,  directors  to  fill  the  place  of  the 
class  whose  terms  of  office  then  expire. 

The  number  of  directors  of  the  company  may  be  increased  by  the  affirmative 
votes  of  the  holders  of  a majority  of  all  the  outstanding  shares  of  the  capital 
stock  of  the  company  cast  by  ballot  in  favor  of  the  increase  at  an  annual  or 
special  meeting  of  the  stockholders  held  upon  a notice  stating  that  one  of  the 
purposes  of  the  meeting  is  to  vote  upon  the  proposed  increase  of  the  number  of 
directors.  Upon  any  such  increase  the  additional  directors  shall  be  elected 


40 


CHARTERS  OF  LIFE  INSURANCE  COMPANIES. 


severally  and  respectively,  for  such  terms  (not  exceeding  in  any  case  three  years) 
and  in  such  manner  as  to  make  the  several  classes  of  directors  as  nearly  as  may 
be  equal  in  number. 

Vacancies;  How  Filled. — At  each  annual  meeting  the  stockholders  shall  fill 
all  vacancies  caused  by  death,  resignation  or  other  cause  for  the  unexpired  term 
of  the  director  whose  office  has  become  vacant,  and  the  directors  in  any  one  year 
shall  have  the  power  to  fill  vacancies  in  their  number ; or  any  vacancies  among 
the  officers,  the  officers  so  elected  to  hold  office  only  until  the  succeeding  annual 
meeting,  or  until  others  shall  be  chosen  in  their  stead. 

Sec.  3.  Meetings  of  Directors ; How  Called. — Meetings  of  the  board  of  di- 
rectors may  be  called  by  the  direction  of  the  president  of  the  company,  or  by 
any  three  members  of  the  executive  committee.  Three  days  notice  of  such 
meetings  must  be  given  to  each  director,  either  by  delivering  the  same  to  him 
personally  or  by  mail  or  telegraph,  or  by  leaving  it  at  his  residence  or  at  his  usual 
place  of  business,  except  the  first  meeting  of  the  board  of  directors,  which  shall 
be  held  immediately  after  the  first  meeting  of  the  incorporators  and  stockholders, 
without  any  notice,  provided  a quorum  of  said  board  shall  be  present. 

Sec.  4.  Quorum. — Eight  directors  shall  constitute  a quorum. 

Sec.  5.  Officers ; When  and  How  Elected. — The  board  of  directors  at  their 
first  meeting  after  such  annual  election,  or  at  a special  meeting  called  for  the 
purpose,  shall  elect  by  ballot  a president,  and  such  vice-presidents  as  they  may 
determine  from  their  own  number,  and  also  a secretary  and  treasurer,  who  need 
not  be  directors,  and  may  elect  at  any  regular  meeting  a first  and  second  assistant 
secretary,  who  shall  be  secretaries  pro  tern.,  and  a first  and  second  assistant 
treasurer,  or  either  of  them,  who  need  not  be  directors,  and  whose  term  of  office 
shall  be  for  one  (1)  year,  or  until  their  successors  are  elected,  subject  to  re- 
moval by  the  board  at  any  time,  with  or  without  cause. 

Sec.  6.  Postponement  of  Election  of  Officers.  If  for  any  reason  the  election 
of  officers  shall  not  be  held  on  the  day  fixed  therefor,  the  board  of  directors 
shall  designate  another  day  for  the  election. 

Sec.  7.  Executive  Committee. — The  board  of  directors  may  appoint  an  ex- 
ecutive committee  consisting  of  not  less  than  seven  directors,  of  whom  the 
president  of  the  company  shall  be  one : and  said  committee  may  exercise  all 
powers  vested  in  and  conferred  upon  the  board  of  directors  at  any  time  when 
the  board  is  not  in  session. 

Three  to  Be  a Quorum. — Three  members  of  said  committee  shall  constitute  a 
quorum. 

Sec.  7a.  Finance  Committee. — The  board  of  directors  may  appoint,  also  from 
their  own  number,  a finance  committee,  to  consist  of  the  president,  a vice- 
president  and  not  less  than  five  other  directors.  It  shall  be  the  duty  of  said 
committee  to  provide  for  the  investment  of  the  funds  of  the  company  in  safe 
securities,  such  as  insurance  companies  are  permitted  by  law  to  invest  in. 

Sec.  8.  President. — The  president  shall  hold  office  for  one  year,  or  until  his 
successor  shall  be  appointed.  * * * * 

Sec.  10.  Secretary'. — The  secretary  shall  be  a resident  of  the  Commonwealth 
of  Massachusetts,  and  if  he  ceases  to  be  such  resident  his  office  shall  become 
vacant.  He  shall  hold  office  for  one  year  or  until  his  successor  shall  be  appointed, 
subject  to  removal  by  the  board  at  any  time,  with  or  without  cause.  * * * 

Sec.  12.  Treasurer. — The  treasurer  shall  hold  office  for  one  year,  or  until  his 
successor  is  appointed,  subject  to  removal  by  the  board  at  any  time,  with  or 
without  cause. 


COLUMBIAN  NATIONAL  LIFE. 


41 


Sec.  15.  Meetings  of  Stockholders. — All  meetings  of  the  stockholders  after  the 
first  shall  be  held  at  the  principal  business  office  of  the  company,  in  the  city 
of  Boston,  unless  the  directors  shall  otherwise  provide  and  direct. 

Sec.  16.  Annual  Meeting  of  Stockholders. — The  annual  stated  meeting  of  the 
stockholders  after  the  year  1902,  shall  be  held  on  the  second  Thursday  of 
February  in  each  year,  at  12  o’clock  M. 

Sec.  17.  Notice  of  Stockholders’  Annual  Meeting. — Notice  of  the  annual  meet- 
ing shall  be  mailed  to  each  stockholder,  at  his  address  as  it  appears  upon  the 
records  of  the  company,  at  least  ten  days  prior  to  the  meeting. 

Stockholders  may  be  represented  by  proxy  or  attorney,  and  shall  be  entitled 
to  one  vote  for  each  share  of  stock  held  by  them. 

Proxies. — Proxies  may  be  authorized  by  written  power  of  attorney,  but  no 
officer  shall  vote  as  proxy. 

Quorum. — Holders  of  one-third  of  the  whole  amount  of  stock  issued  and  out- 
standing shall  constitute  a quorum. 

Sec.  18.  Special  Meetings  of  Stockholders. — Special  meetings  of  the  stock- 
holders may  be  called  by  the  president  or  by  the  directors,  and  shall  be  called 
upon  the  written  request  to  the  president  of  five  directors,  or  upon  the  written 
request  to  the  directors  of  twenty  stockholders,  or  the  owners  of  one-fifth  part 
of  the  capital,  stating  the  purpose  of  such  meeting.  Notice  of  such  meetings  shall 
be  given  by  the  secretary,  by  mailing  a notice  at  least  six  days  prior  to  the  date 
of  the  meeting,  to  each  stockholder  of  record,  at  his  last  known  postoffice  address 
as  the  same  appears  on  the  records  of  the  company. 

Sec.  19.  Checks,  Drafts,  etc. — All  checks,  drafts  and  orders  for  the  payment 
of  money  shall  be  signed  by  the  treasurer,  and  he  shall  also  sign  promissory 
notes  and  other  instruments  and  papers  which  he  shall  be  authorized  to  sign  by 
the  board  of  directors,  or  the  executive  committee.  Promissory  notes,  bills 
of  exchange,  checks  and  drafts  for  the  payment  of  claims  under  policies  of  in- 
surance exceeding  $500  and  all  checks  and  drafts  for  a sum  exceeding  $500  shall 
be  countersigned  by  the  president,  or  a vice-president. 

Sec.  20.  Notices. — Whenever  under  the  provisions  of  these  by-laws,  notice  is 
required  to  be  given  to  any  director,  officer  or  stockholder,  it  shall  not  be 
construed  to  mean  personal  notice,  but  such  notice  may  be  given  in  writing  by 
depositing  the  same  in  the  postoffice,  or  letter-box,  in  a postpaid  sealed  wrapper, 
addressed  to  such  director,  officer  or  stockholder,  at  his  address  if  and  as  the 
same  appears  on  the  books  of  the  company,  and  such  notice  shall  be  deemed  to 
be  given  at  the  time  when  the  same  shall  be  thus  mailed. 

Sec.  21.  Waiver  of  Notice. — Any  stockholder,  officer  or  director  may  at  any 
time  waive  in  writing  any  notice  required  to  be  given  under  these  by-laws. 

Sec.  22.  Offices. — The  Company  shall  maintain  its  principal  office  for  the 
transaction  of  business  in  the  city  of  Boston. 

Sec.  23.  Transfer  of  Stock. — Certificates  of  stock  of  the  company  shall  be 
transferable  only  upon  the  books  of  the  company,  and  no  transfer  shall  be 
complete  until  the  same  has  been  recorded  in  the  stock  ledger  of  the  company. 

Sec.  24.  Amendment  of  By-Laws. — The  stockholders,  at  any  annual  or  special 
meeting  may  alter  or  amend  these  by-laws,  the  amendment  proposed  having 
been  stated  in  substance  in  the  call  for  the  meeting. 


42 


CHARTERS  OF  LIFE  INSURANCE  COMPANIES. 


CONNECTICUT  GENERAL  LIFE  INSURANCE  COMPANY. 


General  Assembly,  May  Session,  A.  D.  1865. 
INCORPORATING  THE  CONNECTICUT  GENERAL  LIFE  INSURANCE 

COMPANY. 

Upon  the  petition  of  Edwin  D.  Tiffany  and  others,  praying  for  an  act 
of  incorporation : 

Resolved,  by  this  Assembly:  Sec.  i. — That  Edwin  D.  Tiffany, 

Henry  C.  Deming,  John  C.  Palmer,  Jonathan  B.  Bunce,  George  S.  Gil- 
man, Ebenezer  N.  Kellogg,  John  A.  Butler,  Henry  J.  Johnson  and 
George  D.  Jewett,  with  all  others  that  may  become  associated  with  them 
as  stockholders,  as  hereinafter  provided,  and  their  successors,  be  and 
they  are  hereby  created  a body  corporate  for  the  purpose  of  life  insur- 
ance, and  other  purposes  hereinafter  mentioned,  by  the  name  of  the 
Connecticut  General  Life  Insurance  Company,  and  by  that  name  are 
empowered  to  purchase,  have,  hold  and  enjoy  lands,  tenements,  hered- 
itaments, chattels,  stocks,  choses  in  action,  and  effects  of  every  kind, 
and  the  same  to  sell,  grant,  demise,  alien  and  convey,  to  sue  and  be 
sued,  plead  and  be  impleaded,  in  all  courts  of  law  and  equity,  to  have 
and  hold  a common  seal,  and  the  same  to  change  at  pleasure ; and  to 
ordain  and  put  into  execution  by-laws  and  regulations  as  they  may 
deem  proper,  for  the  well-ordering  of  said  corporation,  and  the  trans- 
action of  its  business,  provided  such  by-laws  and  regulations  be  con- 
sistent with  the  laws  of  this  State  and  of  the  United  States. 

Sec.  2.  The  capital  stock  of  said  corporation  shall  be  not  less  than 
five  hundred  thousand  dollars,  and  may  be  increased  by  vote  of  the 
stockholders,  at  any  time,  to  one  million  of  dollars : the  shares  of  the 
capital  stock  to  be  of  the  value  of  one  hundred  dollars  each,  upon 
which  ten  dollars  shall  be  paid  upon  each  share  at  the  time  it  is  sub- 
scribed for,  as  hereinafter  provided,  and  ten  dollars  additional  shall  be 
paid  upon  each  share  of  stock  subscribed  for.  to  said  corporation,  within 
twenty  days  from  the  time  of  the  organization  of  said  company,  and 
the  remaining  eighty  dollars  per  share  shall,  within  twenty  days  from 
the  organization  of  said  company,  be  paid  into  the  treasury,  of  said 
corporation,  or  be  secured  to  be  paid,  either  by  mortgage  of  real  estate, 
or  by  such  endorsed  promissory  notes  as  shall  be  approved  by  the 
directors  of  said  company. 

Sec.  3.  The  capital  stock  of  said  company  shall  be  transferable  ac- 


CONNECTICUT  GENERAL. 


43 


cording  to  their  by-laws,  and  if  any  subscriber  to  said  stock  shall  fail 
to  pay  his  subscription,  or  secure  the  same  to  be  paid,  as  aforesaid,  for 
the  space  of  thirty  days  after  the  same  shall  become  due,  and  if  upon 
the  increase  of  the  capital  stock  of  said  company,  any  subscriber  to  the 
same  shall  fail  to  pay  the  instalments  as  called  for  by  the  directors  of 
said  company,  for  the  space  of  thirty  days  after  the  same  shall  become 
due,  then  said  stock  of  such  delinquent  subscriber  shall  be  sold  by  the 
directors  at  public  auction,  upon  at  least  fifteen  days’  notice  of  such 
sale,  by  publication  in  some  newspaper  published  in  Hartford,  and  the 
proceeds  of  said  sale  shall  be  first  applied  to  the  expenses  of  said  sale 
and  payment  of  the  instalments  due  upon  the  stock,  and  the  balance  of 
proceeds,  if  any,  shall  be  refunded  to  the  owner  of  said  stock.  The 
delinquent  stockholders  may  be  notified  in  such  way  as  the  by-laws  may 
provide,  of  the  maturity  of  the  instalments.  The  stock  sold  in  manner 
above  provided  for,  shall  entitle  the  .purchaser  to  all  rights  of  a stock- 
holder to  the  extent  of  shares  so  purchased. 

Sec.  4.  The  business  of  said  corporation  shall  be  life  insurance  and 
annuities,  and  contracts  of  insurance  may  be  made,  providing  for  all 
risks,  hazards,  guarantees  and  contingencies  to  which  life  insurance  is 
applicable,  computing  endowments,  and  granting  and  purchasing  an- 
nuities, upon  such  conditions  and  for  such  periods  of  time  as  may  be 
determined  by  said  corporation ; and  said  company  may  procure  such 
reinsurance  of  their  risks  as  may  be  deemed  desirable.  Policies  may 
be  issued,  stipulated  to  be  with  or  without  participation  in  profits,  and 
all  dividends  which  shall  be  allotted  to  such  participating  policies,  which 
are  not  claimed  and  called  for  within  two  years  after  the  same  shall 
have  been  declared,  shall  be  forfeited  to  said  company. 

Sec.  5.  Said  company  may  issue  policies  upon  lives  for  the  benefit 
of  and  payable  to  married  women,  and  all  contracts  of  insurance  so 
beneficial  to  married  women,  whether  made  with  said  married  women 
or  with  other  persons  in  their  behalf,  shall  be,  if  so  expressed  in  the 
policy,  the  sole  and  separate  estate  of  said  married  women,  and.  may  be 
made  payable  at  the  maturity  of  said  policies,  in  case  of  previous  death 
of  said  married  women,  to  their  children,  and  the  discharge  of  said 
policies  by  said  married  women,  or  their  assigns,  and  their  children 
(or  their  guardians,  if  minors),  in  case  of  death  of  said  married  women, 
shall  be  a valid  discharge  of  said  contracts. 

Sec.  6.  The  office  of  said  company  shall  be  located  at  Hartford, 
and  its  affairs  shall  be  managed  by  not  less  than  seven,  nor  more  than 
twenty  directors  (the  number  to  be  determined  by  the  by-laws),  to  be 
chosen  by  ballot  from  among  and  by  . the  stockholders,  a majority  of 
whom  shall  be  residents  of  this  State,  which  directors  first  chosen  shall 


44 


CHARTERS  OF  LIFE  INSURANCE  COMPANIES. 


hold  office  until  the  first  Tuesday  in  May  next  ensuing  the  date  of 
their  election,  and  until  others  are  chosen  to  supply  their  places.  And 
the  annual  meetings  for  the  choice  of  directors  shall,  after  the  first  elec- 
tion, be  holden  at  the  city  of  Hartford  on  the  first  Tuesday  in  May,  or 
on  such  other  day  in  the  month  of  May,  as  shall  be  determined  by  the 
by-laws  of  said  corporation.  Each  share  of  stock  represented  by  the 
holder  or  his  proxy,  shall  be  entitled  to  one  vote  in  the  choice  of 
directors. 

Sec.  7.  If  it  shall  so  happen  that  a choice  of  directors  shall  not  be 
made  at  the  time  of  any  annual  meeting,  said  corporation  shall  not  be 
thereby  dissolved,  but  an  election  may  be  had  within  one  year  there- 
after, at  some  time  signified  by  the  directors  last  chosen.  Public  notice, 
by  order  of  the  directors,  shall  always  be  given  at  least  ten  days  pre- 
vious to  any  meeting  of  the  stockholders,  in  a newspaper  printed  in 
Hartford.  The  president  may  call  a special  meeting  of  the  stockholders 
at  the  request  of  five  of  the  directors. 

Sec.  8.  To  carry  out  the  provisions  of  the  charter  and  to  organize 
the  said  corporation,  Edwin  B.  Tiffany,  Jonathan  B.  Bunce  and  Geo. 
S.  Gilman  are  authorized  and  appointed  to  receive  subscriptions  to  the 
capital  stock  thereof,  and  the  payment  of  the  first  instalment  thereon, 
and  when  three  thousand  shares  of  said  stock  shall  have  been  sub- 
scribed for  and  the  first  instalment  has  been  paid  thereon,  upon  their, 
said  Tiffany,  Bunce  and  Gillman’s  call,  by  notice  published  in  a news- 
paper printed  in  Hartford,  ten  days  before  the  time  of  said  meeting, 
the  subscribers  may  meet  at  the  time  and  place  named  in  said  call,  and 
adopt  such  by-laws,  rules  and  regulations  as  they  may  deem  proper, 
in  compliance  with  this  act,  and  said  subscribers  may,  at  said  meeting, 
elect  a board  of  directors  in  the  manner  aforesaid,  to  hold  office  as  above 
provided ; and  when  the  by-laws  have  been  adopted,  and  the  board  of 
directors  have  been  organized,  by  the  choice  of  a president  and  secre- 
tary, the  said  corporation  may  exercise  all  the  powers  conferred  by 
this  act. 

Sec.  9.  The  directors  may  choose  a president,  vice-president  and 
secretary,  and  appoint  such  other  officers,  clerks  and  agents,  and  es- 
tablish such  agencies  in  this  State  and  elsewhere,  as  shall  be  by  them 
deemed  advisable  for  conducting  the  business  of  saMd  company,  fix 
their  compensation,  and  take  bonds  of  any  and  all  of  them  for  the  faith- 
ful discharge  of  their  duties,  and  may  make  such  covenants  and  agree- 
ments as  may  be  deemed  necessary,  and  such  contracts  and  agreements, 
signed  either  by  the  president  or  secretary,  shall  be  binding  on  said  com- 
pany. The  president  and  vice-president  shall  be  chosen  from  the  board 
of  directors,  and  may  hold  their  appointments  for  one  year,  and  until 


CONNECTICUT  GENERAL. 


45 


others  are  chosen  in  their  place ; the  other  officers  ancl  employees 
of  said  company  may  be  removed,  and  new  ones  appointed  at  the  pleas- 
ure of  the  directors.  In  the  absence  or  disability  of  the  president  and 
vice-president,  the  directors  may  choose  a president  pro  tempore ; and 
in  case  a vacancy  occurs  in  the  board  of  directors,  the  remaining  direc- 
tors may  fill  such  vacancy. 

Sec.  io.  All  policies  or  other  contracts  of  insurance  authorized 
by  this  act,  may  be  made  with  or  without  the  seal  of  said  corporation, 
and  shall  be  signed  by  the  president  or  vice-president  and  the  secretary, 
and  when  so  signed  and  executed  shall  be  binding  and  obligatory  upon 
said  corporation,  according  to  the  true  intent  and  meaning  of  said 
policies  and  contracts. 

Sec.  ii.  The  capital  stock,  acquired  moneys  and  personal  estate  of 
said  corporation  may  be  invested  at  the  discretion  of  the  directors  in 
loans  upon  real  estate  on  bonds  and  mortgages,  in  loans  upon  or  pur- 
chase of  United  States  note  and  bonds,  bank  stocks  or  bonds  issued  by 
States  or  by  municipal  or  other  corporations,  or  may  be  loaned  upon 
endorsed  promisory  notes  not  having  more  than  twelve  months  to  run ; 
and  the  same  may  be  called  in  and  reinvested  under  the  provisions  of 
this  act.  And  it  shall  be  the  duty  of  said  corporation  to  make  an 
annual  report  to  the  General  Assembly,  containing  a full  and  accurate 
statement  of  its  condition  and  affairs. 

Sec.  12.  This  act  shall  take  effect  from  the  day  of  its  passage,  and 
may  be  altered,  amended  or  repealed  at  the  pleasure  of  the  General 
Assembly,  and  nothing  contained  therein  shall  be  so  construed  as  to 
authorize  said  company  to  engage  in  the  business  of  banking. 

Approved  June  22,  1865. 


Resolution  Authorizing  the  Connecticut  General  Life  Insur- 
ance Company  to  Reduce  its  Capital  Stock. 

State  of  Connecticut,  General  Assembly, 

May  Session,  A.  D.  1873. 

Upon  the  petition  of  the  Connecticut  General  Life  Insurance  Company 
for  reduction  of  its  capital  stock : 

Resolved  by  this  Assembly: 

Sec.  1.  That  power  and  authority  be  and  hereby  are  given  to  the 
Connecticut  General  Life  Insurance  Company  to  reduce  its  capital 
stock,  from  time  to  time,  to  any  amount  not  less  than  one  hundred  and 
twenty-five  thousand  dollars,  by  reducing  the  number  of  shares,  or 
the  par  value  of  the  shares  of  the  respective  stockholders  of  said 
company,  pro  rata,  and  to  return  that  portion  of  the  capital  represented 


46 


CHARTERS  OF  LIFE  INSURANCE  COMPANIES. 


by  stock  notes  to  the  respective  stockholders  whenever  the  stockholders 
and  directors  shall  so  elect,  and  to  return  the  cash  portion  of  said  capital 
authorized  by  this  act,  whenever  the  assets  of  said  company  shall  show 
a net  surplus  by  the  official  valuation  of  the  Insurance  Department  of 
this  State,  exclusive  of  its  capital  stock,  of  the  sum  of  twenty-five 
thousand  dollars,  and  a majority  of  the  stockholders  shall  so  vote,  at 
a meeting  or  meetings  duly  warned  and  held  for  acting  on  said  subject, 
and  said  stockholders’  vote  shall  have  been  approved  by  a vote  of  at 
least  two-thirds  of  the  directors  of  said  company. 

Sec.  2.  Whenever  the  stockholders  and  directors  of  said  company 
shall  have  voted  any  reduction  of  the  capital  stock  as  aforesaid,  the 
directors  shall  immediately  cause  a certificate  of  said  action,  signed  by 
their  president  in  the  name  and  behalf  of  said  company,  and  counter- 
signed by  their  secretary,  and  under  the  corporate  seal  of  said  com- 
pany, and  acknowledged  in  the  manner  required  by  law  for  conveyance 
of  land,  to  be  filed  in  the  office  of  the  Secretary  of  this  State  for  record, 
and  thereupon  the  charter  of  said  company  shall  be  deemed  to  be 
amended  in  respect  to  the  amount  of  its  capital,  and  the  number  or  the 
par  value  of  its  shares,  so  as  to  conform  to  the  said  reduction  voted  and 
certified  to  the  Secretary  of  State;  and  said  company  shall,  with  such 
reduced  capital,  possess  the  same  rights  and  be  subject  to  the  same 
liabilities  that  it  possessed  or  was  subject  to  at  the  time  of  said 
reduction. 

Sec.  3.  After  said  reduction  of  capital  as  aforesaid,  said  company, 
by  a majority  vote  of  its  directors,  may  require  each  stockholder  to 
return  his  original  certificate  of  stock  held  by  him,  and  in  lieu  thereof 
shall  issue  new  certificates  of  stock  for  such  number  of  shares,  or  of 
such  par  value  as  said  stockholders  shall  be  entitled  to  in  the  propor- 
tion that  the  reduced  capital  shall  bear  to  the  capital  before  said 
reduction ; and  said  company  shall  reimburse  and  pay  each  stockholder 
the  par  value  of  the  reduced  amount  of  his  stock  in  said  company  by 
first  returning  to  him,  or  endorsing  as  paid  on  his  stock-note  or  notes 
held  by  the  company,  the  amount  of  said  reduction  if  said  notes  equal 
said  reduction ; and  in  case  said  notes  do  not  equal  the  amount  of  said 
reduction,  shall  pay  the  balance  in  cash  upon  surrender  of  the  original 
certificate  of  stock. 


EXTRACTS  FROM  THE  BY-LAWS. 

Article  2.  The  annual  meeting  of  the  stockholders  shall  be  holden  on  the  first 
Tuesday  of  May. 

Article  3.  The  board  of  directors,  which  shall  consist  of  ten,  shall  hold 
their  first  meeting  on  the  day  of  their  election,  or  as  soon  thereafter  as 
practicable,  and  their  regular  meetings  at  such  times  as  they  may  determine. 


CONNECTICUT  GENERAL. 


47 


Special  meetings  of  the  board  may  be  called  by  the  president,  and  shall  be  called 
by  him,  or,  in  his  absence,  by  the  vice-president,  upon  application  in  writing  of 
any  three  directors.  Five  directors  shall  constitute  a quorum  for  business. 

Article  4.  The  board  of  directors  shall  determine  the  order  of  their  business 
and  their  own  rules  of  order,  and  shall  preserve  a written  record  of  their  doings. 

Article  5.  No  loan  or  purchase  for  investment  shall  be  made,  except  by  vote 
of  the  directors,  or  with  approval  of  the  finance  committee. 

Article  6.  The  president,  or  the  secretary,  shall  sign  all  checks  and  drafts 
made  by  the  company;  and  the  president,  or  in  his  absence  or  inability  to  act, 
the  secretary  shall  be  the  custodian  of  all  bonds,  stock  certificate,  and  other 
evidences  of  title  to  income  bearing  property. 

Article  9.  Two  auditors  shall  be  chosen  from  the  stockholders,  at  each  annual 
meeting,  by  nomination. 

Article  10.  The  capital  stock  shall  be  transferable  only  by  stockholders  per- 
sonally, or  by  attorney  legally  constituted,  or  in  case  of  death,  by  personal  repre- 
sentatives ; transfers  of  stock  shall  be  made  only  upon  surrender  of  certificate, 
except  in  case  of  lost  certificate,  and  then  only  upon  the  stockholder  giving  satis- 
factory bond  against  loss  on  account  of  the  issue  of  new  certificate. 

Article  ii.  The  amount  of  risk  upon  individual  lives  may  be  limited,  and  the 
rate  of  premiums  adjusted  by  the  board  of  directors. 

Article  12.  The  directors  may,  in  their  discretion,  require  bonds,  to  their 
satisfaction,  of  any  officer  or  employee  of  the  company. 

Article  13.  It  shall  be  the  duty  of  the  president  to  call  a special  meeting  of 
stockholders,  at  request  of  stockholders  representing  one-fourth  part  of  the 
capital  stock. 

Article  14.  These  by-laws  shall  not  be  altered  except  by  vote  of  stock- 
holders. 


48 


CHARTERS  OF  LIFE  INSURANCE  COMPANIES. 


THE  CONNECTICUT  MUTUAL  LIFE  INSURANCE 
COMPANY. 


At  a General  Assembly  of  the  State  of  Connecticut,  hoi  den  at  New 
Haven,  in  said  State,  on  the  first  Wednesday  of  May,  in  the  year 
of  our  Lord  one  thousand  eight  hundred  and  forty-six.  Resolved 
by  this  Assembly : 

Sec.  i.  [Incorporators.] — That  Edson  Fessenden,  Richard  M. 
Brown,  E.  O.  Goodwin,  E.  B.  Pratt.  David  S.  Dodge,  Guy  R.  Phelps, 
Thompson  J.  Work,  L.  B.  Goodman,  Hoyt  Freeman  and  James  A. 
Ayrarilt,  and  all  others  who  may  become  members  or  associates  with 
them  as  hereinafter  provided,  and  their  successors  for  ever,  be  and 
they  hereby  are  created,  ordained,  constituted,  and  declared  to  be  a 
body  corporate  and  politic,  by  the  name  of  The  Connecticut  Mutual 
Life  Insurance  Company,  to  be  located  in  the  city  of  Hartford,  in 
this  State,  and  by  that  name  they  and  their  successors  shall  and  may  for- 
ever hereafter  be  capable  in  law  to  sue  and  be  sued,  plead  and  be  im- 
pleaded, answer  and  be  answered  unto,  defend  and  be  defended  in  all 
courts  of  record  and  in  every  other  place  or  places  whatsoever ; also  to 
devise,  have,  and  use  a common  seal,  and  the  same  to  break,  change, 
alter,  and  renew  at  pleasure ; also  to  ordain,  establish,  and  put  in  exe- 
cution all  such  by-laws,  rules  and  regulations  as  shall  be  necessary  and 
convenient  for  the  government  of  said  corporation,  and  for  the  proper 
management  of  the  concerns  thereof ; also  to  purchase,  hold  and  convey 
any  estate,  real  or  personal,  for  the  use  of  said  corporation ; provided, 
the  real  estate  so  holden  be  only  such  as  shall  be  necessary  for  the 
purpose  of  erecting  buildings  thereon,  in  which  to  meet  and  transact 
the  business  of  said  corporation,  or  such  as  shall  have  been  bona  tide 
mortgaged  to  it  by  way  of  security,  or  conveyed  in  satisfaction  of  debts 
contracted  in  the  course  of  its  business,  or  taken  in  execution  on  judg- 
ments or  decrees,  which  shall  have  been  obtained  for  such  debts  or 
for  other  cause. 

Sec.  2.  [Election  of  Directors.] — That  Edson  Fessenden,  E.  B. 
Pratt  and  Guy  R.  Phelps,  or  either  two  of  them,  shall  have  power  to 
call  the  first  meeting  of  said  corporation,  by  giving  notice  of  the  time 
and  place  of  holding  the  same,  in  two  newspapers  published  in  Hart- 
ford, at  least  fifteen  days  before  the  time  of  holding  the  same : which 
said  meeting  shall  be  held  at  the  city  of  Hartford : and  shall  be  called 


CONNECTICUT  MUTUAL  LIFE. 


49 


within  twelve  months  from  the  passage  of  this  act,  when  said  corpo- 
ration shall  elect  by  ballot  twelve  directors,  who  shall  be  members 
thereof,  a majority  of  whom  shall  be  citizens  and  residents  of  this 
State,  and  none  of  whom  shall  hold  a like  office  or  agency  in  any  other 
life  insurance  company,  who  shall  manage  the  concerns  of  said  com- 
pany until  others  are  elected ; and  no  member  shall  be  eligible  as  a 
director  for  more  than  four  successive  years,  except  the  directors  hold- 
ing the  offices  of  president  and  vice-president. 

Sec.  3.  [Vacancies  in  Board.] — The  election  of  directors  shall  be 
holden  in  Hartford,  on  the  first  Wednesday  of  January  in  each  year, 
at  the  office  of  the  company,  or  such  other  place  in  the  city  of  Hartford 
as  a majority  of  the  directors  may  designate;  public  notice  of  which 
shall  be  given  by  the  secretary  in  one  or  more  newspapers  printed  in 
the  city  of  Hartford,  at  least  two  weeks  previous  to  the  time  of  hold- 
ing such  election.  And  if  any  of  said  directors  shall  die,  the  remain- 
ing directors  shall  have  power  to  fill  such  vacancy  or  vacancies  until 
the  next  annual  meeting.  And  in  case  an  election  of  directors  should 
not  be  held  on  the  day  designated  by  this  act,  the  corporation  shall  not 
be  dissolved  for  that  cause,  but  such  meeting  may  be  held  thereafter 
on  any  day  within  one  year,  to  be  designated  by  the  board  of  directors 
for  the  time  being,  they  giving  two  weeks’  previous  notice,  by  publish- 
ing the  same  in  one  or  more  newspapers  printed  in  Hartford. 

Sec.  4.  [ Officers , How  Chosen .] — That  the  directors  shall  have 

power  to  choose  a president,  vice-president,  secretary,  and  such  other 
officers  and  servants  as  they  may  deem  necessary  for  the  prosecution  of 
their  business.  The  president  and  vice-president  shall  hold  their  re- 
spective offices  for  the  term  of  one  year,  and  until  others  are  chosen  in 
their  stead,  but  may  always  be  re-elected  or  chosen ; and  the  other 
officers  and  servants  of  said  corporation  may  be  changed  by  the  board 
of  directors  at  their  pleasure.  And  said  directors  shall  at  all  times 
superintend  and  manage  the  funds,  property,  and  effects  of  said  corpo- 
ration ; five  of  whom  shall  constitute  a quorum  for  the  transaction  of 
business. 

Sec.  5.  [Policyholders,  Members.] — That  all  and  every  person  or 
persons  who  shall  at  any  time  hereafter  become  insured  in  or  with  said 
company,  shall  be  deemed  and  taken  as  members  of  said  corporation, 
for  and  during  the  time  specified  in  his  or  their  respective  policies,  and 
no  longer,  and  shall  at  all  times  be  concluded  and  bound  bv  the  pro- 
visions of  this  act. 

■ Sec:.  6.  [May  insure  Lives  and  grant  Annuities.] — That  it  shall  be 
lawful  for  the  members  of  said  company  to  cause  their  respective  lives 
to  be  insured  therein,  and  to  grant  policies  upon  all  and  any  insurance 


50 


CHARTERS  OF  LIFE  INSURANCE  COMPANIES. 


appertaining  to  or  connected  with  life  risks,  annuities  and  premiums  of 
whatever  kind  or  nature. 

Sec.  7.  [May  loan  Money.] — That  it  shall  be  lawful  for  said  cor- 
poration to  loan  their  funds  and  moneys,  or  any  part  thereof,  upon 
bond  and  mortgage  of  unincumbered  real  estate  (but  the  same  at  the 
time  shall  be  worth  at  least  double  the  amount  loaned  thereon),  and 
upon  State  stocks  and  bank  stocks  (such  stocks  to  be  worth  twenty- 
five  per  cent  above  the  amount  loaned  thereon  at  the  time,)  and  may 
call  in  and  reinvest  the  same  at  pleasure,  under  the  provisions  of  this 
section. 

Sec.  8.  [Married  Women  may  insure  their  Husbands.] — That 
policies  may  issue  to  any  married  woman  in  her  name  or  in  the  name 
of  a third  person  as  trustee,  to  cause  to  be  insured  for  her  sole  use  the 
life  of  her  husband  for  any  given  period,  or  for  the  term  of  his  natural 
life ; and  in  case  of  her  surviving  her  husband,  the  sum  or  net  amount 
of  the  insurance  shall  be  payable  to  her  and  for  her  own  sole  use  and 
benefit,  free  from  any  claims  of  either  or  any  of  the  creditors  or  repre- 
sentatives of  her  husband,  and  in  case  of  the  death  of  the  wife  before 
the  decease  of  her  husband,  the  amount  of  the  insurance  may  be  made 
payable  after  her  death  to  her  child  or  children,  for  his  or  their  benefit, 
and  to  his.  her,  or  their  guardian  or  guardians,  if  under  age.  Provided. 
that  this  section  shall  not  apply  to  insurance  when  the  annual  premium 
on  the  policy  shall  exceed  the  sum  of  one  hundred  dollars,  unless  paid 
from  the  private  property  of  the  wife. 

Sec..  9.  [Notes  for  Premiums.] — That  the  corporation  may  take  the 
promissory  notes  or  other  obligations  of  the  insured  in  part  or  for  the 
whole  of  the  premium  of  insurance  at  the  discretion  of  said  company. 

Sec.  10.  [Power  to  assess  for  Losses.] — That  all  policies  of  in- 
surance which  shall  be  made  by  this  company,  in  pursuance  of  this  act, 
may  be  made  on  such  terms  and  conditions  and  for  such  periods  of  time 
and  confined  to  such  persons  as  shall  be  from  time  to  time  ordered  by 
the  by-laws  of  said  corporation.  And  if  at  any  time  there  shall  be  a 
just  claim  on  this  company  for  losses  sustained,  to  a greater  amount 
than  they  have  funds  on  hand  to  discharge,  in  such  case  the  directors 
for  the  time  being  shall  immediately  assess  such  deficiency  in  a ratable 
proportion,  on  all  persons  or  their  representatives,  who  are  indebted  by 
note  or  other  obligations  to  this  company,  given  in  advance  according 
to  the  amount  of  each  note  or  obligation;  (provided  that  such  assess- 
ment shall  not  exceed  the  amount  of  the  aforesaid  notes  or  other  obli- 
gations respectively)  ; of  which  assessment  written  notice  shall  be 
given  by  said  company  to  each  person  so  assessed  as  aforesaid,  said 
notice  stating  the  amount  required  to  be  paid  by  the  person  so  assessed 


CONNECTICUT  MUTUAL  LIFE. 


51 


and  notified.  And  each  and  every  person  or  his  or  her  legal  repre- 
sentatives so  notified, ' shall  pay  the  same  to  the  company  within  sixty 
days  after  said  notification,  and  in  default  thereof  shall  forfeit  all  right 
and  claims  to  any  policy  that  he  or  she  may  have  obtained,  be  no  longer 
a member  of  said  corporation,  and  shall  be  liable  to  the  amount  of  such 
assessment  and  for  all  future  assessments,  with  lawful  interest  till  paid, 
to  be  recovered  by  action  with  costs,  before  any  court  of  competent 
jurisdiction.  And  said  company  may  at  any  time  collect  the  whole  or 
any  part  of  the  debts  due  them  according  to  the  terms  of  such  contract. 

Sec.  ii.  [Policies  binding  on  Company.] — That  all  policies  issued 
by  said  corporation  shall  be  with  or  without  the  seal  thereof,  and  on 
being  signed  by  the  president,  or  vice-president,  and  countersigned  by 
the  secretary,  shall  be  obligatory  and  binding  upon  said  corporation, 
according  to  the  tenor  and  true  intent  of  said  policies. 

Sec.  12.  [Members  competent  Witnesses.] — That  all  suits  at  law 
or  in  equity  may  be  prosecuted  and  maintained  by  any  member  against 
said  corporation,  and  every  member  thereof,  not  being  in  his  individual 
capacity  a party  to  said  suit,  shall  be  competent  as  a witness  therein,  in 
like  manner,  in  any  suit,  in  law  or  in  equity,  prosecuted  and  maintained 
by  said  company  as  plaintiff  or  complainant  against  any  member  of  said 
company. 

Sec.  13.  [May  accept  Premium  Notes.] — That  the  company  may 
receive  notes  or  other  securities  for  premiums  in  advance  from  persons 
intending  to  receive  its  policies,  for  which  such  persons  may  be 
allowed  a sum  not  exceeding  six  per  cent  per  annum.  And  said  com- 
pany may  negotiate  the  same  for  the  purpose  of  paying  claims  only. 
This  section  to  be  in  operation  for  the  term  of  two  years  only  from 
the  time  of  the  commencement  of  business  by  the  company. 

Sec.  14.  [Profit  Certificates  may  be  issued.] — On  the  first  Wednes- 
day of  January  after  the  organization  of  said  company,  or  within  one 
month  thereof,  and  in  like  manner  and  at  like  time  in  each  succeeding 
year,  the  said  company  shall  cause  an  estimate  to  be  made  of  the  profits 
and  true  state  of  their  affairs  for  the  preceding  year,  which  estimate 
shall  be  conclusive  and  binding  upon  all  persons  entitled  to  receive 
certificates  as  hereinafter  provided,  and  shall  thereupon  cause  a balance 
to  be  struck  of  the  affairs  of  said  company,  in  which  they  shall  charge 
each  member  with  a proportionate  share  of  the  losses  and  expenses 
according  to  the  original  amount  of  premiums  paid  by  him  or  her  (but 
in  no  case  shall  such  share  exceed  the  amount  of  such  premium),  and 
such  member  shall  be  credited  with  his  or  her  proportionate  share  of 
the  amount  of  the  premiums  earned,  after  deducting  the  losses  and 
expenses,  and  of  the  profits  of  said  company  derived  from  investment, 


52 


CHARTERS  OF  LIFE  INSURANCE  COMPANIES. 

which  share  of  profits  so  derived  shall  be  credited  to  each  member  for 
his  or  her  proportionate  share  of  the  premiums  earned,  and  he  or  she 
shall  be  entitled  to  a certificate  on  the  books  of  the  company  ; such 
certificate  to  contain  a proviso  that  the  amount  named  therein  is  liable  at 
any  future  time  for  any  future  losses  of  the  said  company.  No  certificate, 
however,  shall  be  issued  for  any  sum  less  than  one  dollar  or  for  any 
fractional  part  or  parts  of  dollars,  but  all  such  fractional  parts  shall  be 
placed  to  the  contingent  account  of  the  company  and  applied  to  the 
expenses  and  other  charges  of  the  then  current  year.  No  interest  shall 
accrue  or  be  allowed  on  such  certificates. 

Sec.  15.  [Annual  Statement  of  its  Business.] — The  said  company 
shall  annually  cause  to  be  made  a general  balance  sheet  or  statement  of 
their  affairs,  which  shall  contain  the  amount  of  premiums  received 
during  the  year,  the  amount  of  losses  sustained  during  the  year,  the 
balance  remaining  with  the  company,  and  the  kind  and  condition  of 
the  security  on  which  the  same  is  invested,  and  also  the  amount  of 
cash  on  hand,  a copy  of  which  shall  be  delivered  to  each  member  on 
demand. 

Sec.  16.  [Redemption  of  Certificates.] — Whenever  the  net  profits 
of  said  company  shall  exceed  in  amount  the  sum  of  two  hundred  thou- 
sand dollars,  the  excess  may  be  applied  from  year  to  year  toward  the 
redemption  of  each  year’s  certificates  in  the  order  of  their  dates  and 
according  to  their  respective  priorities,  and  all  certificates  issued  are 
liable  to  be  called  in  or  reduced  in  amount  pro  rata , in  consequence  of 
subsequent  losses  sustained  by  the  company  beyond  their  profits. 

Sec.  17.  [Indebtedness  to  be  deducted  from  Certificates.] — That  in 
case  any  person  entitled  to  a certificate  of  profits  shall  be  indebted  to 
said  company,  they  may  withhold  the  certificate  and  deduct  such  in- 
debtedness therefrom,  or  cancel  the  same  according  to  the  amount  of 
said  indebtedness ; but  no  person  entitled  to  a certificate  shall  be  per- 
sonally answerable  by  reason  thereof,  or  of  anything  contained  therein, 
except  for  the  payment  of  premiums  or  other  notes,  or  obligations 
given  in  advance  for  premiums. 

Sec.  18.  [Certificates  payable  with  Policy.] — If  a loss  accrues 
under  any  policy,  the  certificates  of  profits  issued  under  the  same  shall 
become  payable  at  the  same  time  with  such  policy,  if  such  policy  expires 
by  lapse  of  time  without  loss,  then  the  certificates  issued  under  the  same 
shall  remain  outstanding,  and  liable  to  assessments  and  entitled  to  pay- 
ment according  to  the  provisions  of  this  resolution. 

Sec.  19.  [Inspection  of  Books.] — That  every  member  of  said  com- 
pany shall  at  all  times  have  the  liberty  to  inspect  the  books  and  records 
of  said  company,  and  in  case  of  any  suit  against  or  in  favor  of  said 


CONNECTICUT  MUTUAL  LIFE. 


S3 


company,  any  court  of  record  shall  have  power  to  compel  by  any  proper 
order  the  production  of  the  books  and  records  of  said  company. 

Sec.  20.  [Annual  Report  to  General  Assembly.] — It  shall  be  the 
duty  of  said  company  to  make  an  annual  report,  containing  a full, 
true  and  accurate  statement  of  its  condition  and  affairs  to  the  General 
Assembly  of  this  State. 

Sec.  21.  [Not  entitled  to  Banking  Privileges.]—  Said  company 
shall  not  be  entitled  to  banking  privileges,  nor  shall  anything  contained 
in  this  act  be  construed  to  grant  such  privileges. 

Sec.  22.  [This  Act  may  be  amended.] — This  act  shall  be  subject  to 
alteration,  amendment,  or  repeal  at  the  will  of  the  Legislature. 


Providing  for  Special  Meetings  of  Members. 

At  a General  Assembly  of  the  State  of  Connecticut,  holden  at  New 
Haven,  in  said  State,  on  the  first  Wednesday  of  May,  in  the  year 
of  our  Lord  one  thousand  eight  hundred  and  forty-eight.  Upon 
the  petition  of  the  Connecticut  Mutual  Life  Insurance  Company, 
praying  for  certain  alterations  in  the  charter  of  said  company,  as 
per  memorial  on  file  : 

Resolved  by  this  Assembly:  Sec.  i. — That  the  charter  of  the  Con- 

necticut Mutual  Life  Insurance  Company  be  so  amended  as  that  the 
president  of  said  company,  when  authorized  by  a vote  of  the  directors, 
shall  have  power  to  call  a meeting  of  the  members  of  said  company  at 
any  time,  giving  the  same  notice  of  the  time  and  place  of  holding  said 
meeting  as  is  now  required  previous  to  the  holding  of  the  annual 
meeting. 

Sec.  2.  That  whenever  a vacancy  shall  occur  in  the  board  of  direc- 
tors, by  resignation  or  otherwise,  the  same  may  be  filled  by  the  direc- 
tors, until  the  next  annual  meeting. 

Sec.  3.  That  the  annual  meeting  of  said  company  shall  be  held  on 
the  third  Wednesday  of  February  of  each  year,  instead  of  the  first 
Wednesday  of  January. 

Sec.  4.  That  the  proviso  of  the  eighth  section  of  the  charter  of 
said  company  be  so  amended  as  that  said  section  shall  not  apply  to 
insurance  when  the  annual  premium  shall  exceed  the  sum  of  one  hun- 
dred and  fifty  dollars,  unless  paid  from  the  private  property  of  the 
wife,  instead  of  the  sum  of  one  hundred  dollars,  as  is  now  provided. 

This  resolve  may  be  altered,  amended,  or  repealed,  at  the  pleasure 
of  the  General  Assembly. 


54 


CHARTERS  OF  LIFE  INSURANCE  COMPANIES. 


Fixing  Time  of  Annual  Meeting. 

At  a General  Assembly  of  the  State  of  Connecticut,  holden  at  New 
Haven,  in  said  State,  on  the  first  Wednesday  of  May,  in  the  year 
of  our  Lord  one  thousand  eight  hundred  and  fifty-two. 

Resolved  by  this  Assembly:  That  the  time  for  holding  the  annual 
meetings  of  the  members  of  the  Connecticut  Mutual  Life  Insurance 
Company  be,  and  is  hereby,  changed  from  the  third  Wednesday  of  Feb- 
ruary to  the  fourth  Wednesday  of  March,  in  each  year. 


Additional  Powers  and  Privileges  Granted. 

At  a General  Assembly  of  the  State  of  Connecticut,  holden  at  New 
Haven,  in  said  State,  on  the  first  Wednesday  of  May,  in  the  year 
of  our  Lord  one  thousand  eight  hundred  and  fifty-six.  Upon  the 
petition  of  the  Connecticut  Mutual  Life  Insurance  Company, 
praying  for  certain  alterations  and  amendments  of  the  charter  of 
said  company,  as  per  memorial  on  file : 

Resolved  by  this  Assembly : Sec.  i . — That  the  charter  of  the  Con- 

necticut Mutual  Life  Insurance  Company  be,  and  is  hereby,  so  altered 
and  amended,  as  that  policies  of  insurance  may  be  issued  by  said  com- 
pany, either  for  the  whole  continuance  of  life  or  for  a definite  term  of 
years,  stipulated  to  be  without  participation  in  the  profits  or  earned 
premiums  of  said  company,  and  upon  such  terms  and  conditions  as 
shall  be  ordained  by  the  directors,  and  no  person  by  reason  of  such  an 
insurance  shall  be  deemed  a member  of  said  company  or  thereby  be 
entitled  to  any  of  the  benefits  and  privileges  conferred  by  the  act  of 
incorporation  of  said  company,  as  a mutual  company,  to  the  members 
thereof,  and  the  fifth  and  fourteenth  sections  of  the  charter  of  said  com- 
pany are  hereby  so  construed  and  amended  as  to  accord  with  this 
resolution. 

Sec.  2.  That  section  fourteen  of  said  charter  be  further  amended  as 
that  dividends  or  earned  premiums  may  be  credited  to  the  members  of 
the  company,  at  the  discretion  of  the  directors,  and  that  such  dividend 
credits  or  certificates  may  be  made  due  and  payable  at  such  times  and 
in  such  manner  as  the  directors,  by  their  votes,  shall  determine,  and 
nothing  in  said  section  shall  require  a dividend  to  be  credited  to  a 
member,  until  he  or  she  shall  have  been  insured  for  the  period  of  one 
year,  and  have  paid  two  premiums  to  said  company. 

Sec.  3.  If  a loss  occurs  under  any  policy  upon  which  but  one  pre- 
mium has  been  paid,  the  certificates  of  earned  premium  or  dividend 
credit  to  said  policy,  shall  not  be  due  and  payable  with  said  policy, 
but  said  dividend  credit  to  the  insured  by  said  policy  shall  be  deemed 


CONNECTICUT  MUTUAL  LIFE. 


55 


and  treated  as  invalid  and  canceled,  and  section  eighteen  of  the  charter 
of  said  company  is  so  altered  and  amended  as  to  conform  to  this 
resolve. 

Sec.  4.  That  every  male  adult  member  of  said  company,  who  is  a 
citizen  of  this  State,  shall  be  eligible  to  the  office  of  director  of  said 
company,  and  no  restriction  shall  exist  to  the  eligibility  of  a member  to 
be  chosen  a director  for  any  number  of  successive  years,  so  long  as 
he  remains  a member  of  said  company,  and  second  section  of  the  act  of 
incorporation  of  said  company  is  so  amended  as  to  conform  herewith. 
This  resolve  may  be  altered,  amended,  or  repealed  at  the  pleasure  of 
the  General  Assembly. 


Relative  to  Holding  Real  Estate. 

General  Assembly,  January  session,  A.  D.  1881. 

Whereas,  It  is  the  duty  of  the  Connecticut  Mutual  Life  Insurance 
Company,  in  obedience  to  the  laws  of  the  State,  to  reserve  a fund  for 
the  payment  of  its  obligations,  assuming  its  rate  of  mortality  shown  by 
the  actuaries’  table,  and  four  per  cent  compound  interest  upon  invest- 
ments, and  to  return  at  stated  period  to  policyholders  a proper  pro- 
portion of  its  surplus  above  liabilities,  and  as  by  its  charter  and  the 
general  laws  of  the  State  it  is  authorized  to  make  certain  investments 
of  its  funds  and  assets ; now,  therefore, 

Resolved  by  this  Assembly : That  it  is  the  business  of  said  company 

to  invest  said  funds  as  allowed  by  law,  and  to  hold  all  real  estate, 
wherever  situate,  which  shall  have  been,  or  shall  hereafter  be,  ob- 
tained in  compliance  with  the  provisions  of  the  first  section  of  the 
charter  of  said  company ; and  all  such  investments  in  and  acquisitions 
of  real  estate  are  declared  to  be  necessary,  suitable,  and  proper  for 
carrying  forward  the  chartered  purposes  of  said  corporation. 

Approved  March  1,  1881. 


May  Invest  in  Real  Estate  in  Other  States. 

General  Assembly,  January  session,  A.  D.  1887. 

Resolved  by  this  Assembly : That  the  Connecticut  Mutual  Life 

Insurance  Company  shall  have  the  power  to  invest,  in  addition  to  the 
powers  of  investment  in  real  estate  granted  in  their  charter  and  amend- 
ments, a sum  not  exceeding  five  per  centum  of  their  assets  in  produc- 
tive real  estate  outside  of  this  State. 

Approved  April  7,  1887. 


56 


CHARTERS  OF  LIFE  INSURANCE  COMPANIES. 


Annual  Meeting  to  be  Held  in  February. 

General  Assembly,  January  session,  A.  D.  1893. 

Resolved  by  this  Assembly:  Sec.  i.  That  the  time  for  holding 

the  annual  meeting  of  the  Connecticut  Mutual  Life  Insurance  Com- 
pany is  hereby  changed  from  the  fourth  Wednesday  in  March  to  the 
fourth  Wednesday  in  February  in  each  year. 

Sec.  2.  This  amendment  may  be  accepted  by  the  board  of  directors. 

Approved  January  26,  1893. 


EXTRACTS  FROM  THE  BY-LAWS. 

1.  All  officers  of  this  corporation  shall  be  chosen  by  ballot. 

2.  Any  member  of  this  corporation  may  delegate  his  right  of  voting,  by  proxy, 
which  shall  be  good  for  one  annual  meeting  only,  which  proxy  shall  be  filed  with 
the  secretary. 

3.  *The  directors  shall  not  take  more  than  $5000  risk  on  any  single  life. 

5.  The  directors  shall  appoint  a finance  committee  of  three,  who  shall, 
subject  to  the  provisions  of  law,  and  the  general  supervision  of  the  directors, 
invest  the  funds  of  the  company,  and  keep  them  safely  invested.  They  may 
collect  the  securities  and  dispose  of  the  property  of  the  company,  and  reinvest  the 
proceeds  or  appropriate  the  same  in  payment  of  charges  against  the  company,  or 
otherwise  dispose  of  the  same  as  the  interests  of  the  company  shall  require, 
subject  to  the  control  of  the  directors;  but  they  shall  in  no  event  make  a loan 
to  themselves.  They  shall  examine  and  adjust  all  charges  and  claims  aganist  the 
company. 

8.  All  checks,  drafts  and  orders,  above  $100,  shall  be  signed  by  the  secretary 
and  countersigned  by  the  president. 


The  maximum  risk  is  now  $50,000  on  a single  life. 


CONSERVATIVE  LIFE. 


57- 


CONSERVATIVE  LIFE  INSURANCE  COMPANY. 


Articles  of  Incorporation. 

Know  all  men  by  these  presents : 

That  we,  the  undersigned,  a majority  of  whom  are  citizens  and  resi- 
dents of  the  State  of  California,  have  this  day  voluntarily  associated 
ourselves  together  for  the  purpose  of  forming  a corporation  under  the 
laws  of  the  State  of  California,  and  we  hereby  certify : 

First:  That  the  name  of  said  corporation  shall  be  “Conservative 

Life  Insurance  Company/’ 

Second : That  the  purposes  for  which  it  is  formed  are : 

i;  For  the  transaction  of  business  in  life  insurance. 

2.  To  issue  all  such  forms  of  life,  health,  accident  and  industrial 
insurance  as  may  be  lawful. 

3.  To  grant,  purchase  and  dispose  of  annuities. 

4.  To  issue  such  policies  with  or  without  dividends  to  policy- 
holders, as  the  law  will  allow. 

Third : That  the  place  where  the  principal  business  of  said  corpora- 

tion is  to  be  transacted  is  the  city  of  Los  Angeles,  in  the  county  of 
Los  Angeles,  in  the  State  of  California. 

Fourth : That  the  term  for  which  said  corporation  is  to  exist  is 

fifty  (50)  years  from  and  after  the  date  of  its  incorporation. 

Fifth : That  the  number  of  directors  of  said  corporation  shall  be 

seven  (7),  and  that  the  names  and  residences  of  the  directors  who  are 
appointed  for  the  first  year  and  to  serve  until  the  election  and  qualifi- 
cation of  such  officers  are  as  follows,  to  wit : 

David  W.  Edwards,  residing  at  Los  Angeles,  Cal. 

Frederick  H.  Rindge,  residing  at  Santa  Monica,  Cal. 

Milo  Baker,  residing  at  Los  Angeles,  Cal. 

John  R.  Haynes,  residing  at  Los  Angeles,  Cal. 

Henry  G.  Brainerd,  residing  at  Los  Angeles,  Cal. 

A.  M.  Hough,  residing  at  Los  Angeles,  Cal. 

Wilbur  S.  Tupper,  residing  at  Los  Angeles,  Cal. 

Sixth : That  the  amount  of  the  capital  stock  of  said  corporation  is 

two  hundred  thousand  dollars,  and  the  number  of  shares  into  which  it 
is  divided  is  two  thousand,  of  the  par  value  of  one  hundred  dollars  each. 

Seventh : That  the  amount  of  said  capital  stock,  which  has  been 

actually  subscribed  is  two  hundred  thousand  dollars,  and  the  following 


CHARTERS  OF  LIFE  INSURANCE  COMPANIES. 


58 

are  the  names  of  the  persons  by  whom  the  same  has  been  subscribed, 
and  the  amount  subscribed  by  each  of  them,  to  wit : 

Names  of  Subscribers. 


David  W.  Edwards 

300 

$30,000 

Frederick  H.  Rindge 

. . . . 100 

10,000 

R.  W.  Kenny 

....  10 

1,000 

Warren  Gillelen 

....  10 

1,000 

Milo  Baker 

....  200 

20,000 

Wilbur  S.  Tupper 

....  200 

20,000 

Thomas  B.  Inch 

150 

15,000 

H.  G.  Brainerd 

51 

5Too 

George  I.  Cochran 

150 

15,000 

Tohn  R.  Haynes 

150 

15,000 

Lee  A.  Phillips  

. . . . 10 

1,000 

W.  J.  Williams 

. . . . 10 

1,000 

W.  W.  Beckett 

. . . . 100 

10,000 

Alfred  W.  Morgan  

50 

5,000 

A.  M.  Hough 

. . . . 100 

10,000 

E.  B.  Mapel  

25 

2,500 

J.  M.  Talerday 

■ • • • ' 34 

3400 

A.  M.  F.  McCollough 

...  100 

10,000 

R.  B.  Williamson 

50 

5,0°° 

George  Sinsabaugh  . . . 

30 

3,000 

Gail  B.  Johnson 

....  20 

2,000 

W.  F.  Botsford  

50 

5,000 

Arthur  Letts  

. . . . 10 

1,000 

E.  P.  Clark 

. . . . 10 

1,000 

H.  V.  Carter  

30 

3, ooo 

George  W.  Walker 

. . . . 20 

2,000 

Charles  H.  Howland 

30 

3,000 

2,000 

$200,000 

In  witness  whereof,  we  have  hereunto  set  our  hands  and  seals  this 
14th  day  of  May,  1900.  David  W.  Edwards,  Frederick  H.  Rindge,  R. 
W.  Kenny,  Warren  Gillelen,  Milo  Baker,  Wilbur  S.  Tupper,  Thos.  B. 
Inch,  H.  G.  Brainerd,  Geo.  I.  Cochran,  John  R.  Haynes,  Lee  A.  Phil- 
lips, W.  J.  Williams,  W.  W.  Beckett,  Alfred  W.  Morgan,  A.  M.  Hough, 
E.  B.  Mapel,  J.  M.  Talerday,  A.  M.  F.  McCollough,  R.  B.  Williamson, 
George  Sinsabaugh,  Gail  B.  Johnson,  W.  F.  Botsford,  Arthur  Letts, 
E.  P.  Clark,  H.  V.  Carter,  Geo.  W.  Walker,  Chas.  H.  Howland, 

[Seal.] 


CONSERVATIVE  LIFE. 


59 


EXTRACTS  FROM  THE  BY-LAWS. 

The  name  of  the  corporation  shall  be  the  Conservative  Life  Insurance  Company. 

Article  i.  Corporate  Powers. — The  corporate  powers  of  this  corporation  shall 
Tbe  vested  in  a board  of  seven  (7)  directors,  who  shall  be  stockholders  holding 
one  or  more  shares  of  stock  in  their  own  names  on  the  books  of  the  corporation, 
and  four  shall  constitute  a quorum  for  the  transaction  of  business. 

Article  2.  Election  of  Directors. — The  directors  shall  be  elected  by  ballot  at 
the  annual  meeting  of  the  stockholders,  to  serve  for  one  year  and  until  their 
successors  are  elected.  Their  term  of  office  shall  begin  immediately  after  election. 

Article  3.  Vacancies. — Vacancies  in  the  board  of  directors  shall  be  filled  by 
the  other  directors  in  office,  and  such  persons  shall  hold  office  until  the  first 
meeting  of  the  stockholders  thereafter. 

Article  4.  Powers  of  Directors. — The  directors  shall  have  the  power : 

1st.  To  call  special  meetings  of  the  stockholders  when  they  deem  it  necessary. 
And  they  shall  call  a meeting  at  any  time  upon  the  written  request  of  stock- 
holders holding  one-half  of  all  the  capital  stock. 

2d.  To  appoint  and  remove  at  pleasure,  all  officers,  agents  and  employees  of 
the  corporation,  prescribe  the  duties,  fix  their  compensation  (except  as  herein- 
after specified),  and  require  from  them  such  security  for  faithful  service  as  said 
board  may  direct. 

3d.  To  conduct,  manage  and  control  the  affairs  and  business  of  the  corporation, 
and  to  make  rules  and  regulations  not  inconsistent  with  the  laws  of  the  State 
of  California,  or  the  by-laws  of  the  corporation,  for  the  guidance  of  the  officers 
.and  management  of  the  affairs  of  the  corporation. 

Article  5.  Duties  of  Directors. — It  shall  be  the  duty  of  the  directors : 

1st.  To  cause  to  be  kept  a complete  record  of  all  their  minutes  and  acts,  of  the 
proceedings  of  the  stockholders  and  present  a full  statement  at  the  regular 
annual  meeting  of  the  stockholders,  showing,  in  detail,  the  assets  and  liabilities 
■of  the  corporation,  and  generally,  the  condition  of  its  affairs.  A similar  state- 
ment shall  be  presented  at  any  other  meeting  of  the  stockholders  when  thereto 
requested  by  persons  holding  at  least  one-half  of  the  capital  stock  of  the  cor- 
poration. 

2d.  To  declare  dividends  out  of  the  surplus  profits,  when  such  profits,  in  the 
opinion  of  the  directors,  shall  warrant  the  same. 

3d.  To  hold  regular  meetings  of  the  board,  at  the  office  of  the  company,  in 
the  city  of  Los  Angeles,  on  the  third  Tuesday  of  each  month,  10  A.  M.,  and  to 
■change  the  dates  of  such  meetings  from  time  to  time  only  by  vote  of  two-thirds 
of  the  board  of  directors. 

4th.  To  supervise  all  officers  and  employees  and  agents,  and  see  that  their 
duties  are  properly  performed.  To  cause  to  be  issued  to  the  stockholders  in 
proportion  to  their  several  interests,  certificates  of  stock  not  to  exceed  in  the 
aggregate  $200,000. 

Article  6.  Officers. — The  officers  shall  be  a president,  first  vice-president, 
second  vice-president  and  third  vice-president,  secretary  and  treasurer,  which 
officers  shall  be  elected  by  and  hold  office  at  the  pleasure  of  the  board  of  direc- 
tors. The  compensation  and  tenure  of  the  office  of  all  the  officers  of  the 
corporation  (other  than  directors)  shall  be  fixed  and  determined  by  a majority 
vote  of  the  entire  board  of  directors  at  any  regular  meeting  of  the  board  of 
directors,  and  not  otherwise.  And  the  president,  first  vice-president  and 
second  vice-president  shall  be  chosen  from  among  the  members  of  the  board 


6o 


CHARTERS  OF  LIFE  INSURANCE  COMPANIES. 


of  directors  at  its  first  regular  meeting.  The  president  shall,  with  the  advice 
and  consent  of  the  board,  appoint  a general  counsel  to  hold  office  at  the  pleasure 
of  the  board  of  directors,  and  said  counsel  shall  with  the  consent  of  said  board 
appoint  such  associate  counsel  or  assistant  counsel  as  the  board  may  deem, 
necessary.  There  shall  be  a superintendent  of  agencies  and  such  other  officers, 
managers,  agents  and  employees  as  may  be  necessary ; and  the  same  shall  be 
appointed  by  the  president  with  the  advice  and  consent  of  the  board. 

Article  7.  4th.  The  president,  or  two  of  the  directors,  may  call  special 
meetings  of  the  directors  at  any  time,  and  notice  shall  be  given  of  such  called 
meetings  by  leaving  a written  or  printed  notice  at  the  last  known  place  of 
business  or  of  residence  of  each  director.  Such  service  of  notice  shall  be  en- 
tered upon  the  minutes  of  the  corporation;  and  the  said  minutes,  upon  being 
read  and  approved  at  a subsequent  meeting  of  the  board,  shall  be  conclusive 
upon  the  question  of  service. 

Article  ii.  Executive  Committee. — There  shall  be  an  executive  committee 
composed  of  the  president,  first  vice-president  and  second  vice-president  of 
the  company.  This  committee  shall  perform  such  duties  as  may  be  referred 
to  it  by  the  board  of  directors,  or  which  may  not  otherwise  be  provided  for. 

No  policy  of  insurance  and  no  contract  for  annuities  shall  be  issued  by  the 
company  except  with  the  approval  of  one  of  the  medical  directors  or  the  acting 
medical  director,  and  with  the  approval  of  the  executive  committee.  No  claim 
under  any  insurance  or  annuity  contract  issued  shall  be  paid  except  upon  the 
approval  of  the  executive  committee,  and  in  case  of  doubt,  the  same  shall  be 
referred  to  the  board  of  directors. 

Article  12.  The  funds  of  the  company  available  for  investment  shall  be 
invested  strictly  in  accordance  with  the  provisions  of  the  laws  of  the  State  of 
California,  and  no  investment  shall  be  made  except  with  the  written  approval  of 
the  investment  committee  of  the  board  of  directors,  and  all  necessary  legal 
services  in  connection  with  any  investment  shall  be  performed  by  the  counsel 
of  the  company. 

The  investment  committee  shall  be  a standing  committee  of  the  board  of 
directors  and  shall  be  composed  of  three  members. 

Article  14.  Certificates  of  Stock. — Certificates  of  stock  shall  be  of  such  form 
and  device  as  the  board  of  directors  may  direct,  and  each  certificate  shall  be 
signed  by  the  president  and  countersigned  by  the  secretary,  and  express  on  its 
face  its  number,  date  of  issuance,  the  number  of  shares  for  which,  and  the 
person  to  whom  it  is  issued. 

This  certificate  book  shall  contain  a margin  on  which  shall  be  entered  the 
number,  date,  number  of  shares  and  the  name  of  the  person  expressed  in  the 
corresponding  certificate. 

Article  15.  Transfer  of  Stock. — Shares  of  the  corporation  may  be  trans- 
ferred at  any  time  by  the  holders  thereof,  or  by  attorney  legally  constituted,  or 
by  their  legal  representatives  by  indorsement  on  the  certificate  of  stock.  But  no 
transfer  shall  be  valid  until  the  surrender  of  the  certificate,  and  the  acknowledge- 
ment of  such  transfer  on  the  books  of  the  company. 

No  surrendered  certificate  shall  be  canceled  by  the  secretary  before  a new  one 
is  issued  in  lieu  thereof,  and  the  secretary  shall  preserve  the  certificate  so  can- 
celed as  a voucher.  If,  however,  a certificate  shall  be  lost  or  destroyed,  the  board 
of  directors  may  order  a new  certificate  issued  upon  such  guarantee  by  the 
parties  claiming  the  same  as  they  may  deem  satisfactory. 


CONSERVATIVE  LIFE. 


61 


Article  16.  Meetings. — The  annual  meeting  of  the  stockholders  may  be  held 
in  the  city  of  Los  Angeles  on  the  first  Tuesday  in  February  in  each  year,  and 
shall  be  called  by  notice  printed  in  one  or  more  newspapers  published  in  the 
city  of  Los  Angeles,  County  of  Los  Angeles,  as  the  directors  may  direct,  for  al 
least  ten  days  last  preceding  the  day  of  meeting,  or  by  notice  in  writing  by  the 
president,  delivered  to  each  stockholder  personally. 

No  meeting  of  stockholders  shall  be  competent  to  transact  business  unless  a 
majority  of  stock  is  represented,  except  to  adjourn  from  day  to  day  until  such 
time  as  may  be  deemed  proper. 

At  each  annual  meeting  of  the  stockholders,  directors  for  the  ensuing  year  shall 
be  elected  by  ballot,  to  serve  for  one  year  and  until  their  successors  are  elected. 
But  no  stockholder  shall  be  eligible  for  the  office  of  director  unless  he  shall  be 
first  nominated  by  a shareholder  in  writing,  and  such  nomination  filed  with  the 
secretary  of  the  company  thirty  (30)  days  prior  to  said  annual  meeting.  If, 
however,  for  want  of  a quorum  or  other  cause,  a stockholders’  meeting  shall  not 
be  held  on  the  day  above  mentioned,  or  should  the  stockholders  fail  to  complete 
their  election,  or  other  such  business  as  may  be  presented  for  their  consideration, 
those  present  may  adjourn  from  day  to  day  until  the  same  shall  be  accomplished. 

Article  17.  Voting. — At  all  corporate  meetings  each  stockholder,  either  in 
person  or  by  proxy,  shall  be  entitled  to  as  many  votes  as  he  owns  shares  of 
stock.  Such  proxy  shall  be  in  writing  and  filed  with  the  secretary. 

Article  20.  Amendments. — The  by-laws  may  be  altered  or  amended  at  any 
meeting  of  the  stockholders  by  a vote  representing  two-thirds  of  the  subscribed 
stock,  that  is,  by  the  assent  of  the  holders  of  two-thirds  of  the  entire  capital 
stock,  and  not  otherwise. 

I hereby  certify  that  I am  the  secretary  of  the  Conservative  Life  Insurance 
Company,  and  that  the  foregoing  constitute  the  by-laws  of  the  said  Conservative 
Life  Insurance  Company  as  they  are  constituted  at  this  date. 

In  witness  whereof  I have  hereunto  set  my  hand  and  the  corporate  seal  of  the 
company,  this  21st  day  of  November,  1903. 

A.  W.  MORGAN, 

Secretarv. 


[Seal] 


62 


CHARTERS  OF  LIFE  INSURANCE  COMPANIES. 


DES  MOINES  LIFE  INSURANCE  COMPANY. 


Amended  and  Substituted  Articles  of  Incorporation. 

Article  i.  The  name  of  this  corporation  is  changed  to  and  shall 
be  the  “Des  Moines  Life  Insurance  Company,”  by  which  name  it  shall 
have  and  retain  all  its  property,  rights  and  privileges  which  it  pos- 
sessed prior  to  the  adoption  of  these  amended  and  substituted  articles 
of  incorporation.  It  is  organized  and  shall  conduct  business  under  the 
provisions  of  chapters  one  (i),  six  (6)  and  eight  (8)  of  the  Code  of' 
Iowa  of  1897,  as  a mutual  life  insurance  company  on  the  level  pre- 
mium plan. 

Article  2.  The  principal  place  of  business  of  this  corporation  shall 
be  Des  Moines,  Iowa. 

Article  3.  The  business  of  this  company  shall  be  insurance  upon 
the  mutual  plan  on  lives  of  individuals,  and  all  and  every  insurance 
pertaining  to  life  and  issuing  policies  or  contracts  for  the  payment  of 
endowments  or  annuities  to  the  persons  named  therein  as  beneficiaries, 
and  to  do  all  and  any  business  usually  done  or  permitted  to  be  done  by 
life  insurance  companies. 

This  corporation  shall  possess  and  enjoy  all  powers,  privileges  and 
franchises  granted  to  companies  by  the  provisions  of  the  Code  of  Iowa, 
under  which  it  is  incorporated,  and  all  powers,  privileges  and  fran- 
chises granted  by  existing  laws  of  Iowa  to  corporations  conducting  the 
insurance  business  on  the  level  premium  plan,  or  which  may  be  here- 
after granted  by  the  laws  of  Iowa. 

Article  4.  The  time  of  the  commencement  of  this  corporation  was 
the  first  day  of  August,  1885,  at  which  time  its  original  articles  of  in- 
corporation were  recorded,  and  it  shall  endure  for  fifty  (50)  years  from 
said  date,  with  the  right  of  renewal  as  provided  by  law. 

Article  5.  The  private  property  of  the  members,  officers,  direc- 
tors and  managers  of  this  corporation  shall  be  exempt  from  all  corpo- 
rate debts. 

Article  6.  This  corporation  shall  have  a common  seal  bearing  the 
imprint  “Des  Moines  Life  Insurance  Company.” 

Article  7.  The  highest  amount  of  indebtedness  to  which  this  cor- 
poration shall  subject  itself  at  any  time  exclusive  of  its  insurance  lia- 
bility upon  its  policies  and  insurance  contracts,  shall  not  exceed  ten 
thousand  dollars  ($10,000)  nor  shall  such  indebtedness  exceed  its  cur- 
rent income. 


DES  MOINES  LIFE. 


63 


Article  8.  All  the  corporate  powers  of  this  corporation  shall  be 
exercised,  and  its  business  and  affairs  managed,  conducted  and  con- 
trolled by  a board  of  directors. 

Said  board  shall  be  bound  to  carry  out  the  wishes  of  the  members  of 
this  corporation  as  expressed  by  annual  or  special  meeting.  Said  board 
of  directors  shall  consist  of  twelve  (12)  persons,  each  of  whom  shall 
be  a citizen  of  the  State  of  Iowa  and  a resident  of  said  State  for  more 
than  one  year  prior  to  his  election,  a majority  of  whom  shall  consti- 
tute a quorum  for  the  transaction  of  business. 

The  board  of  directors  shall  have  power  to  permit  a member  in  good 
standing,  whose  policy  has  been  issued  prior  to  this  date,  to  apply  his 
personal  unused  contribution  in  the  reserve  fund,  to  supplying  premium 
or  reserve  upon  any  policy  bearing  a higher  rate  of  premium,  which 
may  be  taken  by  such  member  in  exchange  for  his  existing  policy  upon 
surrender  of  the  same. 

The  following  named  persons  having  been  duly  elected,  shall  consti- 
tute the  board  of  directors  of  this  corporation  for  the  terms  herein- 
after designated,  respectively,  and  until  their  successors  are  duly  elected 
and  qualified,  viz.:  Charles  W.  Eaton,  O.  P.  Wright,  T.  M.  Langan 
and  Geo.  R.  Sanderson  until  the  annual  meeting  in  1901 ; William 
Foster,  L.  C.  Rawson,  D.  R.  Hubbard  and  E.  G.  Pratt  until  the  annual 
meeting  in  1902,  and  C.  E.  Rawson,  L.  S.  Coffin,  A.  E.  Shipley  and  F. 
E.  Watkins,  until  the  annual  meeting  in  1903.  Each  director  hereafter 
elected  shall  hold  office  for  three  (3)  years.  The  board  of  directors 
shall  fill  all  vacancies  in  their  number,  or  in  the  officers  of  this  corpo- 
ration until  the  next  annual  meeting,  by  election. 

The  board  of  directors  shall  have  power  to  enact  such  by-laws,  rules 
and  regulations  for  the  transaction  of  the  business  of  this  corporation 
and  the  management  of  its  affairs  not  inconsistent  with  these  articles  of 
incorporation  or  the  laws  of  the  State,  as  may  be  deemed  by  them  ex- 
pedient, and  to  amend  and  repeal  such  by-laws,  rules  and  regulations. 

Article  9.  The  annual  meeting  of  the  members  of  this  corpora- 
tion for  the  transaction  of  business  and  election  of  directors  to  fill  the 
places  of  outgoing  directors,  shall  be  held  at  the  home  office  of  this  cor- 
poration in  the  city  of  Des  Moines,  Iowa,  on  the  third  Tuesday  of  Jan- 
uary in  each  year,  beginning  at  ten  o’clock  in  the  forenoon.  At’every 
annual  meeting  and  election,  and  at  every  special  meeting  of  the  mem- 
bers, each  member  of  this  corporation  shall  be  entitled  to  one  vote  in 
person  or  by  proxy,  for  each  one  thousand  dollars  of  insurance  in  force 
on  his  life. 

Article  10.  After  each  annual  election,  the  board  of  directors  shall 
elect  a president,  vice-president,  secretary,  treasurer,  general  manager. 


64 


CHARTERS  OF  LIFE  INSURANCE  COMPANIES. 


medical  director  and  counsel,  and  such  other  officers  as  they  shall  deem 
proper,  who  shall  hold  their  offices  for  one  year  and  until  their  succes- 
sors are  duly  elected  and  qualified,  or  until  such  officers  are  removed  by 
the  board  of  directors  for  cause. 

Article  ii.  The  present  officers  of  this  corporation  shall  hold  their 
offices  until  their  successors  are  duly  elected  and  qualified. 

Article  12.  This  corporation  shall  have  no  capital  stock,  but  shall 
be  purely  mutual. 

Article  13.  Every  person  to  whom  a policy  of  insurance  is  issued 
by  this  corporation,  becomes  a member  thereof,  and  entitled  to  all  the 
benefits  and  advantages  to  be  derived  from  such  membership  during 
the  time  specified  in  said  policy  and  as  therein  stated. 

Article  14.  These  articles  of  incorporation  may  be  altered  or 
amended  at  any  annual  meeting  of  the  members  of  this  corporation,  or 
special  meeting  called  for  that  purpose,  and  thereafter  all  members  of 
this  corporation  shall  be  governed  and  bound  thereby.  If  it  shall  be 
proposed  to  amend  these  articles  of  incorporation  at  a special  meeting, 
notice  of  such  special  meeting  and  a copy  of  the  proposed  amendments 
shall  be  mailed  to  each  member  at  his  last  known  postoffice  address  as 
shown  by  the  books  of  this  corporation,  not  less  than  thirty  (30)  days 
before  the  date  for  which  such  special  meeting  is  called. 

Article  15.  Nothing  contained  in  these  articles  of  incorporation 
shall  be  so  construed  as  in  any  manner  interfering  with,  affecting, 
changing,  modifying,  releasing,  or  discharging  any  policies  of  insur- 
ance, or  liabilities  of  this  corporation  to  its  members  and  their  bene- 
ficiaries, or  any  obligation  or  liability  of  any  of  said  members  to  this 
corporation. 

In  testimony  whereof  we,  C.  E.  Rawson,  the  president,  and  L.  C. 
Rawson,  the  secretary,  of  the  Des  Moines  Life  Insurance  Company, 
have  hereunto  set  our  hands  the  16th  day  of  January,  A.  D.  1900. 

C.  E.  RAWSON, 
President, 

L.  C.  RAWSON, 

Secretary  of  the  Des  Moines  Life  Insurance  Company. 


BY-LAWS. 

Article  2.  Executive  Committee. — The  executive  committee  shall  consist 
of  the  president,  who  shall  be  ex-officio  chairman  of  the  said  committee,  and 
four  other  persons  whom  he  shall  name.  The  duties  of  the  executive  commit- 
tee shall  be  the  passing  upon  all  questions  and  the  doing  of  all  acts  for  the 
purposes  of  carrying  out  the  objects  of  this  corporation,  not  otherwise  ex- 
clusively devolving  upon  the  board  of  directors.  It  shall  also  act  as  a loan 
committee,  a majority  of  whom,  when  organized  as  a loan  committee,  shall 


DES  MOINES  LIFE. 


65 


constitute  a quorum,  and  it  shall  be  the  duty  of  said  executive  committee  to 
pass  upon  all  loans  or  investments,  and  shall  keep  a record  of  its  meetings  and 
of  the  loans  or  investments  submitted  and  the  vote  thereon. 

Article  3.  Sec.  i.  No  policy  of  insurance  shall  be  issued  until  there  has 
been  filed  in  the  home  office  a written  application  therefor,  signed  by  the  person 
making  the  application,  together  with  a medical  examination  made  by  a repu- 
table physician,  upon  such  forms  as  may  be  provided  by  the  company,  cer- 
tifying that  the  person  to  be  insured  is  in  sound  health. 

Article  4.  Sec.  i.  Meeting  of  Directors. — The  regular  quarterly  meeting 
of  the  board  of  directors  shall  be  held  on  the  first  Monday  of  February,  May, 
August  and  November,  for  the  transaction  of  business.  Special  meetings  of  the 
board  may  be  called  by  the  president  on  two  days  notice  in  writing  to  each 
member  of  the  board,  directed  to  him  at  his  postoffice  address  as  shown  by  the 
books  of  the  company. 

Sec.  2.  The  board  shall  adopt  such  plans  of  insurance,  forms  of  policies, 
tables  of  rates  and  regulations  upon  the  subject  of  insurance  as  it  may  deem 
proper. 

Article  5.  Sec.  i.  Meeting  of  Members. — At  all  meetings  of  the  members 
of  this  company,  each  member  in  good  standing  shall  be  entitled  to  one  vote 
to  be  given  in  person  or  by  written  proxy,  which  must  name  as  proxy  a member 
of  this  company.  But  no  proxy  vote  will  be  permitted  unless  the  proxy  has 
been  on  file  with  the  secretary  of  the  company  at  least  thirty  days  before  the 
meeting  at  which  it  is  offered.  At  all  meetings  of  the  members  of  the  com- 
pany, the  members  present  shall  constitute  a quorum  for  the  transaction  of 
business. 

Article  6.  Sec.  i.  Investments. — All  funds  of  the  company  which  may  be 
invested  shall  stand  in  the  name  of  the  Des  Moines  Life  Insurance  Company 
in  such  investments  as  are  permitted  by  the  laws  of  the  State  of  Iowa,  and  no 
investment  shall  be  taken  in  the  name  of  any  individual  as  an  officer  of  the 
company. 

Sec.  2.  No  investment  contemplated  by  section  1 of  this  article  shall  be 
made  until  first  submitted  to  the  executive  committee,  acting  as  a loan  com- 
mittee, and  approved. 

Article  7.  Amendment  to  By-Laws. — These  by-laws  may  be  altered  or 
amended  at  any  regular  meeting  of  the  board  of  directors,  or  at  a special  meet- 
ing called  for  that  purpose.  If  it  shall  be  proposed  to  amend  these  by-laws 
at  a special  meeting,  notice  of  such  special  meeting  and  a copy  of  the  proposed 
amendments  shall  be  mailed  to  each  director  at  his  postoffice  address  as  shown 
by  the  books  of  the  company,  not  less  than  seven  days  before  the  date  for 
which  such  special  meeting  is  called. 

Article  8.  Compromise  and  Settlement  of  Policies. — The  company  shall 
have  the  power  to  settle  and  compromise  any  claim  against  the  company,  held 
by  any  member  or  beneficiary,  and  to  purchase  at  less  than  its  face  value  any 
outstanding  policy  of  the  company  whenever  for  reasons  acceptable  to  the  board 
of  directors  or  executive  committee  such  course  shall  be  deemed  proper. 


66 


CHARTERS  OF  LIFE  INSURANCE  COMPANIES. 


EQUITABLE  LIFE  INSURANCE  COMPANY  OF  IOWA. 


Article  i.  The  name  of  the  company  shall  be  “Equitable  Life  In- 
surance Company  of  Iowa and  the  principal  office  for  the  transaction 
of  its  business  shall  be  in  the  city  of  Des  Moines,  Iowa. 

Article  2.  The  general  nature  of  the  business  of  the  company  shall 
be  insuring  lives,  granting,  purchasing  and  disposing  of  annuities  and 
receiving  and  executing  trusts.  It  shall  have  all  the  powers  conferred 
by  the  laws  of  the  State  of  Iowa  upon  corporations  organized  for  the 
purpose  of  insuring  the  lives  of  individuals,  and  shall  be  empowered  to 
issue  all  such  forms  of  insurance  contracts  as  pertain  to  or  may  be 
connected  with  the  business  of  life  insurance  as  it  is  now  or  may  be 
hereafter  carried  on  in  the  United  States.  It- shall  have  the  power  to 
acquire  and  hold  all  such  property  and  to  perform  all  such  acts  as  may 
be  necessary  or  convenient  in  the  transaction  of  its  business. 

Article  3.  The  capital  stock  of  the  company  shall  be  one  hundred 
thousand  dollars,  divided  into  shares  of  twenty-five  dollars  each. 

Article  4.  Sec.  i. — The  affairs  of  the  corporation  shall  be  con- 
ducted by  a board  of  trustees  consisting  of  not  less  than  five  nor  more 
than  fifteen  persons,  a majority  of  whom  shall  be  residents  of  the  State 
of  Iowa.  The  board  of  trustees  shall  be  elected  at  the  annual  meeting 
of  the  stockholders  hereinafter  provided  for,  and  its  members  shall 
hold  their  offices  for  one  year  and  until  the  respective  successors  are 
elected  and  qualified. 

Sec.  2.  The  board  of  trustees  shall  have  the  power  and  it  shall  be 
its  duty  to  adopt  and  publish  by-laws,  rules  and  regulations  for  the 
management  and  control  of  the  business  of  the  corporation,  not  incon- 
sistent with  these  articles  or  the  laws  of  the  State  of  Iowa,  and  except 
as  provided  in  the  articles  of  incorporation,  all  corporate  powers  shall 
be  exercised  by  said  board,  either  directly  or  through  an  executive 
committee  or  officers  and  employees,  whose  powers  and  duties  shall  be 
fixed  and  determined  by  said  board. 

Article  5.  The  regular  annual  meeting  of  .the  stockholders  shall 
be  held  on  the  first  Tuesday  after  the  first  Monday  in  January  in  each 
year,  at  the  office  of  the  company  in  the  city  of  Des  Moines,  Iowa.  At 
each  such  annual  meeting,  there  shall  be  elected  by  ballot  the  board  of 
trustees,  hereinbefore  provided  for,  who  shall  hold  their  respective 
offices  as  aforesaid.  At  all  meetings  of  the  stockholders  each  stock- 
holder shall  be  entitled  to  one  vote  for  each  share  of  stock  held  and 


EQUITABLE  LIFE  OF  IOWA. 


67 


owned  by  him  as  appears  from  the  books  of  the  company,  to  be  cast 
either  in  person  or  by  proxy  ;.but  if  by  proxy,  written  authority  therefor 
must  be  filed  with  the  secretary  at  or  before  the  time  the  meeting  con- 
venes. The  policyholders  of  the  company  shall  have  the  right  to  attend 
such  annual  meeting  of  the  stockholders,  and  each  policyholder  so 
present  shall  be  entitled  to  one  vote  in  person,  but  not  by  proxy.  The 
number  of  trustees  to  be  elected  having  been  determined,  or  there  being 
no  express  determination,  then  the  number  so  fixed  or  number  in  office 
during  the  previous  year,  as  the  case  may  be,  receiving  the  highest  num- 
ber of  votes  cast  at  any  such  election  for  trustees,  shall  constitute  the 
board  for  the  ensuing  year.  All  vacancies  occurring  in  the  board  in  the 
interval  between  such  annual  meetings,  may  be  filled  for  the  unexpired 
term  by  the  remaining  members  of  the  board. 

Article  6.  The  following  persons  shall  constitute  the  first  board 
of  trustees  of  the  company,  to  wit:  B.  F.  Allen,  F.  M.  Hubbell,  Isaac 

Cooper,  J.  M.  Tuttle,  J.  C.  Jordon,  P.  M.  Casady,  J.  B.  Stewart,  Peter 
Myers,  R.  L.  Tidrick,  Hoyt  Sherman,  Wesley  Redhead,  W.  W.  Wil- 
liamson, J.  S.  Polk,  F.  R.  West,  H.  L.  Whitman ; and  they  shall  hold 
office  until  their  successors  shall  be  elected  or  appointed  pursuant  to 
the  provisions  herein  contained. 

Article  7.  The  executive  officers  of  the  corporation  shall  be  a 
president,  vice-president  and  secretary,  to  be  elected  as  follows,  to  wit : 
The  board  of  trustees  shall,  immediately  after  the  adjournment  of  each 
annual  meeting  of  the  stockholders,  elect  from  their  own  number  a 
president,  vice-president  and  secretary,  who  shall  respectively  hold  their 
offices  for  the  term  of  one  year,  and  until  their  successors  are  elected 
and  qualified. 

Any  vacancy  occurring  in  the  office  of  president,  vice-president  or 
secretary,  shall  be  filled  by  the  board,  and  any  officer  so  elected  shall 
hold  his  office  until  the  annual  meeting  of  the  stockholders  first  occur- 
ring after  such  vacancy,  and  until  his  successor  is  elected  and  qualified. 

Article  8.  Special  meetings  of  the  stockholders  may  be  held  at 
any  time  upon  ten  days’  notice  mailed  to  the  address  of  each  stock- 
holder, as  shown  by  the  books  of  the  company.  Such  special  meetings 
may  be  called  either  by  the  president  or  by  three  trustees,  and  upon 
deposit  of  such  call  with  the  secretary,  he  shall  issue  and  mail  the 
notices  above  prescribed. 

Article  9.  The  board  of  trustees  shall  hold  such  meetings,  whether 
regular  or  special,  as  may  be  provided  for  in  the  by-laws;  and  five  of 
the  trustees  elected  shall  constitute  a quorum  for  the  transaction  of 
business. 

Article  10.  The  fiscal  year  of  the  company  shall  commence  on  and 


68 


CHARTERS  OF  LIFE  INSURANCE  COMPANIES. 


with  the  ist  day  of  January,  and  shall  terminate  on  and  with  the  31st 
day  of  December  of  each  and  every  year. 

Article  ii.  The  funds  of  the  corporation,  however  arising,  shall 
be  invested  as  directed  by  the  board  of  trustees,  subject,  however,  to 
the  limitations  and  provisions  of  the  laws  of  the  State  of  Iowa. 

Article  12.  The  private  properly7  of  the  stockholders  shall  not,  in 
any  event,  be  subject  to  the  debts  of  the  company. 

Article  13.  This  company  commenced  business  on  the  25th  day  of 
January,  1867.  has  continued  such  business  till  this  date,  and  its  period 
of  existence  is  hereby  renewed  and  extended  for  fifty  years  from  the 
25th  day  of  January,  1887,  and  it  shall  be  further  renewed  from  time  to 
time,  in  accordance  with  the  provisions  of  the  statute  in  such  cases 
made  and  provided. 

Article  14.  The  corporation  shall  not  become  indebted  to  an 
amount  exceeding  two-thirds  of  its  capital  stock,  save  and  except  with 
respect  to  risks  of  insurance. 

Article  15.  The  capital  stock  of  the  corporation  shall  be  trans- 
ferable only  upon  the  books  of  the  company,  and  the  board  of  trustees 
shall  prescribe  in  the  by-laws  the  time  for  opening  and  closing  the 
transfer  book,  and  the  terms  and  conditions  under  which  transfers 
shall  be  made. 

Article  16.  These  articles  of  incorporation  may  be  amended  at 
any  annual  or  special  meeting  of  the  stockholders,  by  the  votes  of  the 
holders  of  and  owners  of  two-thirds  of  the  capital  stock  of  the  corpora- 
tion, provided  that  if  it  is  proposed  to  amend  the  same  at  any  special 
meeting  of  the  stockholders,  a copy  of  the  proposed  amendment  or 
amendments  shall  be  mailed  to  each  stockholder  as  his  address  appears 
upon  the  books  of  the  company,  with  the  notice  calling  such  meeting. 


EXTRACTS  FROM  THE  BY-LAWS. 

Article  i.  The  seal  of  the  company  shall  be  a circular  die  containing  the 
following  inscription,  to  wit : Equitable  Life  Insurance  Company,  of  Iowa. 

Article  2.  Sec.  i. — The  regular  meeting  of  the  board  of  trustees  shall  be 
held  at  the  office  of  the  company  in  the  city7  of  Des  Moines,  on  the  first  Tuesday 
after  the  first  Monday  in  January  of  each  year,  at  4 o’clock  p.  m.  Said  meeting 
shall  be  held  for  the  purpose  of  electing  officers  as  prescribed  in  the  articles  of 
incorporation,  and  for  appointing  such  other  officers  as  may  be  deemed  necessary 
and  convenient  to  carry  on  the  business  of  the  company,  and  for  transacting 
such  other  business  as  may  be  required. 

Sec.  2.  Special  meetings  of  the  board  of  trustees  may  be  called  by  the  presi- 
dent or  vice-president  or  three  trustees. 

Article  5.  Sec.  i. — The  president,  vice-president  and  secretary  shall  con- 
stitute an  executive  committee,  whose  duty  it  shall  be  under  the  direction  of  the 
board  of  trustees  to  manage  the  business  and  affairs  of  the  company.  Said 


EQUITABLE  LIFE  OF  IOWA. 


69 


executive  committee  shall  have  power  and  authority  co-extensive  with  the  board 
of  trustees  when  the  board  is  not  in  session,  except  so  far  as  the  articles  of  incor- 
poration require  certain  duties  to  be  performed  by  the  trustees  themselves. 
Among  its  powers  and  duties  shall  be  the  following:  It  shall  adjust  all  losses, 
invest  the  funds  of  the  company,  make  loans,  and  do  such  other  business  as  the 
board  of  trustees  may  direct.  It  shall  appoint  all  clerks,  agents  and  other  em- 
ployees and  shall  have  power  to  remove  them  at  any  time.  It  shall  have  author- 
ity to  fix  salaries  and  all  its  acts  and  transactions  not  disapproved  or  rescinded 
or  annulled  shall  be  held  and  taken  to  be  approved  and  confirmed  by  the  board 
of  trustees. 

Sec.  2.  Said  executive  committee  shall  meet  daily  if  the  business  of  the 
company  requires  it,  and  a majority  of  said  committee  shall  constitute  a quorum 
for  the  transaction  of  business. 

Article  6.  Sec.  i. — The  president  shall  have  the  general  direction  and  super- 
intendence of  the  affairs  of  the  company,  and  in  all  cases  in  which  the  duties 
of  the  subordinate  officers,  agents  and  employees  of  the  company  are  not  especi- 
ally prescribed  by  the  by-laws  or  resolutions  of  the  board  of  trustees  or  executive 
committee,  they  shall  obey  the  orders  and  instructions  of  the  president. 

Sec.  2.  He  shall  have  charge  of  the  corporate  seal  and  shall  have  power  to 

affix  the  same  to  all  instruments  requiring  it.  He  shall  have  authority  to  trans- 

fer stocks,  satisfy  mortgages,  execute  deeds  and  sign  policies.  He  shall  have 
charge  of  all  the  valuable  papers  and  other  property  belonging  to  the  company. 

Sec.  3.  He  shall  give  security  for  the  faithful  performance  of  the  duties  of 

his  office  in  a bond  in  the  sum  of  $25,000,  his  sureties  to  be  approved  by  the 

executive  committee;  and  every  bond  so  taken  shall  be  so  drawn  as  to  remain 
in  force  until  a new  bond  be  substituted  and  approved  by  said  committee. 

Article  15.  It  shall  be  the  duty  of  the  board  of  trustees  to  annually  appoint 
from  their  number  an  examining  committee,  whose  duties  it  shall  be  to  examine 
the  books  and  affairs  of  the  company,  and  to  make  report  of  same  at  a special 
meeting  of  the  board  called  for  the  purpose  of  hearing  such  report. 

Article  16.  All  reports  required  from  committees  or  officers  under  these 
by-laws  are  to  be  made  in  writing. 

Article  17.  The  assignment  of  the  stock  of  the  company  by  endorsement 
of  such  assignment  on  the  back  of  the  stock  certificate  shall  fix  the  ownership 
as  between  the  parties  to  the  same,  and  the  presentation  of  the  certificate  so 
assigned  to  the  proper  officers  of  the  company  shall  entitle  the  assignee  to  a 
transfer  of  the  same  on  the  stock  ledger  without  expense;  but  such  assignment 
shall  not  be  binding  on  the  company  until  the  presentation  and  transfer;  pro- 
vided, however,  that  the  company  shall  have  and  retain  a lien  against  the  stock 
held  by  any  person  for  any  and  all  indebtedness  due  the  company  by  such  stock- 
holder or  stockholders,  and  no  transfer  of  a certificate  of  stock  shall  be  valid  or 
binding  until  such  indebtedness,  if  any,  shall  be  satisfied,  paid  and  discharged. 

Article  18.  These  by-laws  may  be  altered  or  amended  at  any  regular  meet- 
ing of  the  board  of  trustees,  or  at  a special  meeting  of  the  board  called  for  the 
purpose  of  considering  alterations  or  amendments  by  a majority  vote  of  the 
members  elected,  or  they  may  be  altered  or  amended  by  the  unanimous  vote  of 
the  executive  committee  of  the  company. 


70 


CHARTERS  OF  LIFE  INSURANCE  COMPANIES. 


THE  EQUITABLE  LIFE  ASSURANCE  SOCIETY  OF  THE 
UNITED  STATES. 


[Declaration  of  Incorporators.]^- We,  the  undersigned,  do  hereby 
declare  and  express  our  intentions  to  associate  and  form  an  incorpo- 
rated company,  for  the  purpose  of  making  insurance  upon  the  lives  of 
individuals,  and  every  insurance  appertaining  thereto,  or  connected 
therewith ; and  to  grant,  purchase,  or  dispose  of  annuities,  pursuant  to 
the  provisions  of  the  act  entitled,  “An  Act  to  provide  for  the  incorpo- 
ration of  life  and  health  insurance  companies,  and  in  relation  to 
agencies  of  such  companies,  passed  June  24,  1853,”  and  amendments 
thereto.  And  the  subscribers  do  further  declare,  that  the  following 
is  a copy  of  the  charter  proposed  to  be  by  them  adopted : 

Article  i.  [Name  of  Society.] — This  corporation  shall  be  called 
and  named  “The  Equitable  Life  Assurance  Society  of  the  United 
States.”  The  principal  office  for  the  transaction  of  business  shall  be 
located  in  the  city  of  New  York. 

Article  2.  [What  Business  may  he  done.] — The  business  of  this 
company  shall  be  to  make  insurances  upon  the  lives  of  individuals,  and 
every  insurance  appertaining  thereto,  or  connected  therewith ; and  to 
grant,  purchase,  or  dispose  of  annuities,  as  set  forth  in  the  act  afore- 
said, passed  June  24,  1853.  and  amendments  thereto.  And  this  com- 
pany shall  possess  and  enjoy  all  the  powers,  privileges  and  franchises 
granted  to,  and  shall  be  subject  to  all  the  regulations,  restrictions  and 
obligations,  imposed  upon  incorporations,  organized  and  existing  under 
the  said  act  of  the  Legislature  of  the  State  of  New  York,  passed  June 
24,  1853,  and  any  amendments  thereof. 

Article  3.  [Dividends  to  Stockholders.] — The  capital  of  said  com- 
pany shall  be  one  hundred  thousand  dollars  in  cash,  divided  into  one 
thousand  shares,  of  one  hundred  dollars  each ; which  shall  be  personal 
property,  transferable  only  on  the  books  of  the  company,  in  conformity 
with  its  by-laws.  The  holders  of  the  said  capital  stock  may  receive  a 
semi-annual  dividend  on  the  stock  so  held  by  them,  not  to  exceed  three 
and  one-half  per  cent,  of  the  same ; such  dividends  to  be  paid  at  the 
times  and  in  the  manner  designated  by  the  directors  of  said  company. 
The  earnings  and  receipts  of  said  company,  over  and  above  the  divi- 
dends, losses  and  expenses,  shall  be  accumulated. 

Article  4.  [Board  of  Directors.] — The  corporate  powers  of  said 
company  shall  be  vested  in  a board  of  directors,  and  shall  be  exercised 


EQUITABLE  LIFE  OF  NEW  YORK. 


71 


by  them,  and  by  such  officers  and  agents  as  they  may  appoint,  and 
from  time  to  time  empower. 

The  board  of  directors  shall  consist  of  fifty-two  persons,  a majority 
of  whom  shall  be  citizens  of  the  State  of  New  York,  each  of  whom 
shall  be  a proprietor  of  at  least  five  shares  of  the  said  capital  stock. 

The  board  of  directors  may,  previous  to  any  annual  election,  and 
after  giving  notice  at  the  previous  meeting  of  the  board,  provide  for 
diminishing  the  number  of  the  directors,  to  not  less  than  twenty-four, 
in  which  case,  one-fourth  of  the  total  number  as  thus  diminished,  shall 
be  elected  annually,  in  the  same  manner  as  hereinafter  provided  in  re- 
gard to  the  fifty-two  directors  above  named ; and  the  same  powers  and 
authority  shall  vest  in  said  board  of  directors  thus  diminished,  as  were 
previously  exercised  by  the  former  board  of  directors. 

[The  hrst  Board  of  Directors.] — The  following  named  persons  shall 
constitute  the  first  board  of  directors,  who  shall  hold  office  until  their 
successors  are  appointed : William  C.  Alexander,  William  Walker, 

Henry  Young,  Irad  Hawley,  James  Low,  James  M.  Beebe,  Henry  A. 
Hurlbut,  Thomas  A.  Biddle,  Benjamin  E.  Bates,  John  T.  Moore, 
Thomas  U.  Smith,  William  Whitewright,  Jr.,  William  G.  Lambert, 
Wilmot  Williams,  Peter  McMartin,  George  H.  Stuart,  James  Lenox 
Kennedy,  John  Slade,  Henry  H.  Hyde,  E.  Spencer  Miller,  Soloman  R. 
Spaulding,  Dudley  S.  Gregory,  Stephen  H.  Phillips,  John  Auchin- 
closs,  James  M.  Halsted,  Henry  S.  Terbell,  Thomas  S.  Young,  Ben- 
nington F.  Randolph,  Wayman  Crow,  George  Talbot  Olyphant,  Alex- 
ander Young,  Samuel  Frothingham,  Jr.,  Thomas  A.  Cummins,  Henry 
B.  Hyde,  Francis  B.  Cooley,  H.  D.  Newcomb,  Henry  G.  Marquand, 
Moses  A.  Hoppock.  George  D.  Morgan,  H.  V.  Butler,  Ezra  C.  Reed, 
Dwight  Townsend,  Henry  M.  Alexander,  William  T.  Blodgett,  Benja- 
min F.  Manierre,  E.  J.  Hawley,  Alanson  Trask,  Edward  W.  Lambert, 
Daniel  D.  Lord,  Robert  Bliss,  Henry  Day,  Henry  J.  Gardner. 

[Vacancies.] — In  case  either  or  any  of  the  above  named  persons  shall 
decline  to  serve,  or  prove  to  be  ineligible,  the  vacancy  or  vacancies  may 
be  filled  by  the  remaining  directors. 

[Terms  of  Office  of  Directors.] — The  first  board  of  directors  shall, 
immediately  after  the  organization  of  the  company,  divide  themselves 
bv  lot,  into  four  classes  of  thirteen  each.  The  term  of  the  first  shall 
expire  at  the  end  of  one  year  from  December  31,  1859;  that  of  the 
second  at  the  end  of  two  years  from  that  time ; that  of  the  third  at  the 
end  of  three  years  from  that  time ; and  that  of  the  fourth  class  at  the 
end  of  four  years  from  that  time ; and  so  on,  successively,  in  each  and 
every  subsequent  year. 

[Election  of  Directors.] — One-fourth  of  the  board  of  directors  shall 


72 


CHARTERS  OF  LIFE  INSURANCE  COMPANIES. 


hereafter  be  elected  annually,  as  provided  in  the  following  section,  and 
shall  hold  office  for  four  years,  or  until  their  successors  are  chosen ; 
but  any  director  shall  be  re-eligible  for  election.  Vacancies  occurring 
in  the  intervals  of  elections,  by  death,  or  resignation,  may  be  filled  by 
the  board  in  the  manner  set  forth  in  the  by-laws. 

[The  annual  Election.] — The  annual  election  of  directors  shall  be 
held  on  the  first  Wednesday  in  the  month  of  December,  at  the  principal 
office  of  the  company,  in  the  city  of  New  York,  and  of  which  fourteen 
days’  previous  notice  shall  be  given,  in  two  of  the  daily  papers  of  said 
city.  The  directors  shall  be  chosen  by  ballot,  and  a plurality  of  votes 
shall  elect.  The  board  of  directors  shall  appoint  three  inspectors  of 
election,  who  shall  be  life  policyholders  in  the  company ; and  the  presi- 
dent may  supply  any  vacancy  occasioned  by  the  omission  of  any  in- 
spector to  serve.  In  case  of  failure  to  elect  on  that  day,  the  remaining 
directors,  whose  term  of  office  do  not  then  expire,  shall  have  power  to 
fill  the  said  vacancies. 

[Each  Stockholder  entitled  to  one  Vote.] — In  the  election  of  direc- 
tors every  stockholder  in  the  company  shall  be  entitled  to  one  vote  for 
every  share  of  stock  held  by  him,  and  such  vote  may  be  given  in  per- 
son, or  by  proxy.  At  any  time  hereafter,  the  board  of  directors,  after 
giving  notice  at  the  two  previous  stated  meetings,  may,  by  a vote  of 
three-fourths  of  all  the  directors,  provide  that  each  life  policyholder, 
who  shall  be  insured  in  not  less  than  five  thousand  dollars,  shall  be 
entitled  to  one  vote  at  the  annual  election  of  directors,  but  such  vote 
shall  be  given  personally,  and  not  by  proxy. 

[Quorum.] — The  board  of  directors  shall  have  power  to  declare  by 
by-law,  what  number  of  directors,  not  less  than  seven,  shall  constitute 
a quorum  for  the  transaction  of  business. 

Article  5.  [Election  of  Officers.] — After  each  annual  election,  the 
board  of  directors  shall  elect  annually,  from  among  their  number,  a 
president,  and  may,  at  their  option,  also  elect  a vice-president.  The 
board  of  directors  may  also  appoint  at  any  time  a president  and  vice- 
president,  to  act  temporarily  when  said  officers  are  absent,  interested, 
or  unable  to  act.  The  board  shall  also  appoint  a secretary  and  such 
other  officers  as  they  may  deem  requisite,  and  who  shall  hold  office 
during  the  pleasure  of  the  board  of  directors. 

[Directors  to  enact  By-Laws.] — The  directors  shall  have  power  to 
enact  by-laws,  rules  and  regulations  for  the  government  of  the  officers 
and  agents,  and  for  the  management  of  the  affairs  of  the  company,  not 
inconsistent  with  this  charter,  or  with  the  constitution  and  laws  of  this 
State ; and  such  by-laws,  rules  and  regulations  may  be  amended  or  re- 
pealed by  them  at  pleasure. 


EQUITABLE  LIFE  OF  NEW  YORK. 


[Directors  to  fix  Premiums.] — The  directors  may  determine  the  rates 
of  premium,  and  the  amounts  to  be  insured  on  any  one  life,  and  the 
terms  of  such  insurances,  and  shall  have  power  to  purchase,  for  the 
benefit  of  the  company,  any  policies  of  insurance,  dividends,  or  other 
obligations  issued  by  the  company. 

Article  6.  [Business  of  the  Company.] — The  insurance  business 
of  the  company  shall  be  conducted  upon  the  mutual  plan.  All  pre- 
miums shall  be  payable  in  cash.  In  case  any  policyholder  shall  omit 
to  pay  any  premium  due  from  him  to  the  company,  or  violate  any  other 
condition  of  the  policy  of  insurance,  the  board  of  directors  may  forfeit 
his  policy,  and  apply  all  previous  payments  to  the  benefit  of  the 
company. 

[Dividends  to  Policyholders.] — The  officers  of  the  company,  within 
sixty  days  from  the  expiration  of  the  first  five  years  from  December  31, 
1859,  and  within  the  first  sixty  days  of  every  subsequent  period  of  five 
years,  shall  cause  a balance  to  be  struck  of  the  affairs  of  the  company, 
which  shall  exhibit  its  assets  and  liabilities,  both  present  and  contin- 
gent, and  also  the  net  surplus,  after  deducting  a sufficient  amount  to 
cover  all  outstanding  risks,  and  other  obligations.  Each  policyholder 
shall  be  credited  with  an  equitable  share  of  the  said  surplus.  Such 
equitable  share,  after  being  ascertained,  shall  be  applied  to  the  pur- 
chase of  an  additional  amount  of  insurance  (payable  at  death  or  with 
the  policy  itself),  expressing  the  reversionary  value  of  such  equitable 
share  at  such  interest  as  the  directors  may  designate ; or  if  any  policy- 
holder so  direct,  such  equitable  share  of  surplus  shall  be  applied  to 
the  purchase  of  an  annuity,  at  such  rate  of  interest  as  the  directors 
shall  designate,  to  be  applied  in  the  reduction  of  his  or  her  future  pre- 
miums. In  case  of  death,  the  amount  standing  to  the  credit  of  the 
party  insured  at  the  last  preceding  striking  of  balance  as  aforesaid, 
shall  be  paid  over  to  the  person  entitled  to  receive  the  same ; and  the 
proportion  of  surplus  equitably  belonging  to  him  or  her,  at  the  next 
subsequent  striking  of  balance,  shall  also  be  paid,  when  the  same  shall 
have  been  ascertained  and  declared. 

[Dividends  in  Case  of  Death.] — In  case  of  the  death  of  any  party 
insured  prior  to  passing  any  period  for  striking  of  balance,  as  afore- 
said, the  board  of  directors  may  provide  what  (if  any)  share  of  such 
surplus  shall  be  paid  to  such  person. 

[General  Balance  Statement.] — The  officers  of  the  company,  within 
the  first  thirty  days  after  the  expiration  of  five  years  from  the  thirty- 
first  day  of  December,  1859,  shall  cause  a general  balance  statement  of 
the  affairs  of  the  company  to  be  made,  which  shall  be  open  to  the  in- 
spection of  any  policyholder  for  sixty  days,  during  the  usual  hours  of 


74 


CHARTERS  OF  LIFE  INSURANCE  COMPANIES. 


business.  Said  statement  shall  show  the  amounts  received  during  the 
preceding  five  years  for  premiums,  interest  and  annuities,  and  also  the 
amounts  paid  during  the  same  time  for  losses,  expenses  and  otherwise, 
and  the  balance  remaining  in  the  treasury,  together  with  the  manner  in 
which  the  same  is  invested. 

Article  7.  [Fiscal  Year.] — The  fiscal  year  of  the  company  shall 
commence  on  the  first  day  of  January  and  terminate  on  the  thirty-first 
day  of  December  in  each  ye.ar. 

Article  8.  [Subscriptions  to  Capital  Stock.] — William  Walker, 
Henry  A.  Hurlbut,  James  Low,  Thomas  A.  Cummins,  Peter  McMartin 
and  Henry  G.  Marquand,  shall  be  commissioners  to  open  books  for 
subscription  to  the  capital  stock,  at  such  times  and  places  as  shall  be 
proper,  and  to  keep  the  same  open  until  the  said  sum  of  one  hundred 
thousand  dollars  shall  be  subscribed  in  full. 

[Names  of  Incorporators.] — In  witness  whereof,  we,  the  subscribing 
corporators,  have  hereunto  subscribed  our  names,  this  second  day  of 
May,  one  thousand  eight  hundred  and  fifty-nine.  William  C.  Alex- 
ander, Wm.  Walker,  Henry  Young,  Irad  Hawley,  James  Low,  Jas.  M. 
Beebe,  Henry  A.  Hurlbut,  Thomas  A.  Biddle,  Benj.  E.  Bates,  John  T. 
Moore,  Thos.  U.  Smith,  Wm.  Whitewright,  Jr.,  Wm.  G.  Lambert,  Wil- 
mot  Williams,  P.  McMartin,  George  H.  Stuart,  John  Slade,  Henry  J. 
Gardner,  Henry  H.  Hyde,  E.  Spencer  Miller,  S.  R.  Spaulding,  D.  S. 
Gregory,  Stephen  H.  Phillips,  John  Auchincloss.  J.  M.  Halsted,  H.  S. 
Terbell,  T.  S.  Young,  Bennington  F.  Randolph,  Geo.  Talbot  Olyphant. 
S.  Frothingham,  Jr..  Thomas  A.  Cummins,  Henry  B.  Hyde,  Henry  G. 
Marquand,  Moses  A.  Hoppock,  Geo.  D.  Morgan,  H.  V.  Butler,  Dwight 
Townsend,  Henry  M.  Alexander,  William  T.  Blodgett,  Benj.  F. 
Manierre,  E.  J.  Hawley,  Alanson  Trask,  Edward  W.  Lambert,  Daniel 
D.  Lord,  Robert  Bliss,  Henry  Day. 


EXTRACTS  FROM  THE  BY-LAWS. 

(As  Amended  July  27,  1905.) 

Sec.  1.  Meetings  of  Directors. — Stated  meetings  of  the  directors  shall  be  held 
each  year  on  the  last  Wednesday  of  each  calendar  month,  and  a report  shall 
be  made  by  the  president  of  the  transactions  of  the  society  during  the  next 
preceding  financial  quarter  at  the  January,  April,  July  and  October  meet- 
ings, stating  particularly  the  contracts  that  have  been  made,  the  sums  of 
money  that  have  been  received,  and  on  what  account ; the  manner  in  which  the 
same  shall  have  been  invested  or  paid,  and  the  amount  remaining  on  hand;  also 
the  amounts  due  and  unpaid.  This  report  shall  contain  also  a balance  sheet 
showing  the  receipts ; disbursements ; investments ; and  all  the  particulars  neces- 
sary to  form  a general  exhibit  of  the  society’s  condition  at  the  close  of  said 
quarter.  If  at  the  first  monthly  meeting  the  annual  statement  for  the  preced- 


EQUITABLE  LIFE  OF  NEW  YORK. 


75 


ing  year  shall  be  submitted  by  the  president,  then  the  quarterly  report  may  be 
omitted.  There  shall  also  be  an  annual  meeting  for  the  election  of  a president, 
who  shall  have  plenary  power  over  all  the  departments  and  officers  of  the 
society,  subject  to  the  control  of  the  board  of  directors;  also  a.  vice- 
president,  a second,  third  and  fourth  vice-president,  a secretary,  an  assist- 
ant secretary,  an  actuary,  a comptroller,  a treasurer,  an  assistant  treasurer,  an 
auditor,  a superintendent  of  agencies,  a registrar,  and  two  resident  medical 
directors,  and  for  the  election  of  the  standing  committees,  at  the  monthly 
meeting  in  February  of  each  year.  Vacancies  in  any  of  said  offices  or  com- 
mittees may  be  filled  at  any  meeting  of  the  board.  The  minutes  of  the  board 
shall  be  kept  by  the  secretary,  who  shall  act  as  clerk  of  the  board. 

Sec.  2.  Officers  of  Society. — The  officers  of  this  society  shall  be  a president, 
a vice-president,  a second,  third  and  fourth  vice-president,  a secretary,  an  as- 
sistant secretary,  an  actuary,  a comptroller,  a treasurer,  an  assistant  treasurer, 
an  auditor,  a superintendent  of  agencies,  and  a registrar. 

Sec.  3.  Special  Meetings ; How  Called. — The  president  may  call  a special 
meeting  of  the  directors,  in  his  discretion;  and  shall  also  call  a special  meeting 
whenever  five  of  the  directors  shall  request  him,  in  writing,  to  do  so.  All  special 
and  stated  meetings  shall  be  called  by  sending  a written  or  printed  notice  to  each 
director,  but  no  business  shall  be  taken  up  or  sanctioned  at  a special  meeting 
except  that  referred, to  in  said  notice,  unless  with  the  consent  of  a majority  of 
the  whole  board,  expressed  by  their  votes  at  such  meeting. 

Sec.  4.  Quorum. — Nine  directors  shall  constitute  a quorum  for  the  trans- 
action of  business. 

Sec.  5.  Vacancies  in  Board  of  Directors. — Vacancies  in  the  board  of  directors 
shall  be  filled  at  the  next  or  a subsequent  meeting  after  such  vacancy  is  declared, 
and  at  a meeting  subsequent  to  that  at  which  the  nomination  of  a person  to 
fill  said  vacancy  is  made,  or  at  the  annual  election  by  stockholders.  Vacancies 
in  any  of  the  standing  committees  may  be  filled  at  any  regular  meeting  of  the 
board. 

Sec.  6.  Duties  of  President. — The  president  shall  preside  at  all  meetings  of 
the  directors.  He  shall  be  ex-officio  a member  of  all  standing  committees. 

The  president  shall  have  the  general  direction  and  superintendence  of  the 
affairs  of  the  society,  and  report  the  same  at  every  stated  meeting  of  the  direc- 
tors, and  such  report  shall  be  placed  on  file  and  copied  on  the  minutes. 

The  president  shall  appoint  all  clerks  and  other  employees  not  appointed  by 
the  board  of  directors. 

Sec.  7.  Vice-Presidents’  Duties. — The  vice-president  and  the  second,  third 
and  fourth  vice-presidents  shall  assist  the  president;  and  whenever  the  president 
shall  be  absent,  sick  or  unable  to  perform  the  duties  of  his  office,  the  vice- 
president  shall  perform  the  same. 

The  board  of  directors,  and  in  the  interim,  until  they  are  convened,  the  ex- 
ecutive committee,  may  appoint  a president  to  act  temporarily  when  the  presi- 
dent and  vice-president  are  both  absent,  sick,  or  for  any  cause  unable  to  act. 

Sec.  8.  Duties  of  Secretary,  Asst.  Secretary,  Treasurer,  Asst.  Treasurer, 
Auditor. — The  secretary,  assistant  secretary,  treasurer,  assistant  treasurer  and 
auditor  shall  perform  their  duties  under  the  direction  of  the  president.  In  the 
absence  of  the  secretary,  the  assistant  secretary  shall  perform  his  duties  until 
otherwise  ordered.  In  the  absence  of  the  treasurer,  his  duties  shall  be  per- 
formed by  the  assistant  treasurer  until  otherwise  ordered. 


76 


CHARTERS  OF  LIFE  INSURANCE  COMPANIES. 


Sec.  9.  Actuary’s  Duties. — The  actuary  of  the  society  shall  make  calcula- 
tions and  tables  for  the  present  and  future  use  of  the  society,  subject  to  the  ap- 
proval of  the  president;  audit  the  insurance  portion  of  the  quarterly  and  annual 
statements;  collect  and  arrange  data,  books,  documents,  tables  and  official  state- 
ments upon  the  business  of  life  insurance  and  annuities,  for  the  use  of  the 
society;  and  perform  such  other  appropriate  acts  as  may  be  required  by  the 
board,  its  committees,  or  the  president. 

Sec.  10.  Second  and  Third  Vice-Presidents'  Duties. — The  second  and  third 
vice-presidents  shall  have  the  supervision  of  the  agencies  of  the  society  under 
the  direction  and  instruction  of  the  president,  and  shall  perform  such  other 
duties  as  may  be  assigned  by  the  president. 

Sec.  11.  Superintendent  of  Agencies’  Duties. — The  superintendent  of  agen- 
cies shall  perform  such  duties  in  connection  with  the  supervision  of  the  agencies 
of  the  society  as  may  be  assigned  by  the  president. 

Sec.  1 2.  Comptroller’s  Duties. — The  comptroller  shall,  under  the  direction 
of  the  president,  supervise  the  accounts  of  the  society;  oversee  the  custody  of  the 
securities  under  the  rules  established  from  time  to  time;  superintend  the  clerical 
departments;  have  charge  of  and  be  responsible  for  the  bond  and  mortgage 
department,  and  in  general  give  such  aid  as  the  president  may  require  in  the 
management  of  the  office  of  the  society. 

Sec.  13.  Registrar’s  Duties. — The  registrar  shall  sign  policies,  checks  and 
other  official  documents  under  rules  prescribed  from  time  to  time  for  that 
purpose,  and  shall  perform  such  other  duties  as  may  be  assigned  to  him  by  the 
president. 

Sec.  14.  Resident  Medical  Directors’  Duties. — It  shall  be  the  duty  of  the 
resident  medical  directors  to  attend  daily  during  the  business  hours  of  the  so- 
ciety, at  the  office  of  the  society  ; to  make  personal  examinations  of  persons 
offering  themselves  for  insurance;  to  examine  the  reports  of  physicians,  agents, 
and  others  upon  applications  for  insurance;  to  appoint  all  local  medical  ex- 
aminers, and  otherwise  to  supervise  the  medical  department  of  the  society, 
under  the  direction  of  the  president  and  under  rules  and  regulations  approved 
by  him. 

The  resident  medical  directors  shall  assist  in  collecting  and  arranging  all 
facts  and  data  connected  with  vital  statistics  in  this  and  other  countries,  and 
the  mortality  experience  of  the  society,  and  perform  such  other  appropriate 
acts  as  may  be  required  by  the  board,  its  committees,  or  the  president. 

Sec.  15.  Contracts  for  Insurance ; By  Whom  Made. — The  officers  of  the 
society  shall  have  power  to  make  contracts  for  insurance  on  life  and  for  annuity, 
and  all  other  contracts,  powers  of  attorney  and  instruments  in  writing  neces- 
sary for  the  society  in  the  management  of  its  affairs,  in  conformity  with  the 
rules  and  regulations  of  the  board  for  the  time  being. 

All  such  contracts  shall  be  signed  by  any  two  of  the  following  officers : the 
president,  vice-president,  second,  third  and  fourth  vice-presidents,  secretary, 
actuary,  comptroller,  assistant  secretary,  treasurer,  assistant  treasurer,  registrar, 
auditor  and  the  superintendent  of  agencies. 

Sec.  17.  Officers’  Bonds. — The  president,  vice-president,  second,  third  and 
fourth  vice-presidents,  actuary,  secretary,  comptroller,  treasurer  and  assistant 
treasurer  shall  give  a bond  or  bonds  for  the  faithful  performance  of  their  trusts, 
for  such  amount  and  with  such  sureties  as  shall  be  approved  by  the  finance 
committee.  Every  bond  so  taken  shall  be  so  drawn  as  to  remain  in  force  until 


EQUITABLE  LIFE  OF  NEW  YORK. 


77 


another  bond  or  bonds  be  substituted  and  approved  by  the  executive  committee; 
and  such  bond  or  bonds  shall,  after  each  annual  election,  be  submitted  to  the 
said  committee. 

The  executive  committee  may  also  require  an  official  bond  from  any  other 
officer,  clerk,  or  agent  of  the  society,  in  such  penalty  and  with  such  surety  as 
they  may  deem  proper. 

Sec.  18!  Standing  Committees. — There  shall  be  four  standing  committees  of 
the  board — namely:  (i)  an  executive  committee,  (2)  a committee  on  agencies, 
(3)  a committee  on  insurance,  and  (4)  a committee  on  accounts. 

The  standing  committees  shall  be  elected  at  the  annual  meeting  by  ballot, 
and  shall  hold  office  until  their  successors  are  appointed. 

Sec.  19.  Executive  Committee. — The  executive  committee  shall  consist  of 
the  president  (who  shall  be  chairman  thereof),  the  vice-president,  the  comptrol- 
ler. and  not  less  than  six  others  (five  of  whom  shall  be  a quorum). 
They  shall  act  as  an  advisory  committee  to  the  president  in  all  the  affairs  of  the 
society  and  shall  have  special  charge  of  the  investment  of  the  funds  of  the 
society,  including  the  purchase  and  sale  of  securities,  and  loans  on  the  same 
and  investments  on  bond  and  mortgage,  and  shall,  during  the  intervals  when 
the  board  of  directors  is  not  in  session,  have  all  the  powers  of  the 
board.  The  committee  shall  supervise  the  condition,  security  and  productive 
character  of  the  assets  and  shall  devise  ways  and  means  to  improve  their  condi- 
tion, to  provide  against  danger  of  loss,  to  rid  the  society  of  unproductive  assets, 
and  to  invest  and  reinvest  in  productive  assets.  It  shall  be  their  duty  to  see 
that  the  securities  are  properly  guarded  and  protected  and  to  frame  rules  for  the 
custody  of  the  same,  and  by  periodical  examinations  and  otherwise  to  test  the 
operation  of  such  rules.  They  shall,  so  far  as  practicable,  meet  three  times  in 
each  week  for  the  purpose  of  advising  and  consulting  with  the  president  and 
carrying  out  the  purposes  of  this  section,  and  shall  report  purchases,  loans,  and 
other  investments  made  by  them  to  the  board  of  directors  at  the  next  regular 
monthly  meeting.  The  executive  committee  shall  also  superintend  the  manner 
in  which  the  accounts  of  the  society  shall  be  kept  and  all  matters  connected  with 
the  finances  and  expenses  of  the  society,  and  may  itself,  or  through  such  per- 
sons as  it  may  designate,  audit  all  bills  and  examine  and  check  the  cash  pay- 
ments with  the  vouchers.  Upon  a vacancy  occurring  by  death,  resignation  or 
otherwise  in  the  executive  committee,  the  vacancy  may  be  filled  by  the  board. 

Sec.  20.  Committee  on  Insurance. — The  committee  on  insurance  shall  consist 
of  five  directors  (three  of  whom  shall  constitute  a quorum),  who  shall  consult 
and  advise  with  the  officers  in  all  matters  relative  to  insurance,  and  the  adjust- 
ment and  settlement  of  claims  for  losses ; no  loss  shall  be  paid  without  the 
approbation  of  this  committee. 

Sec.  21.  Committee  on  Agencies. — The  committee  on  agencies  shall  consist 
of  five  directors  (three  of  whom  shall  constitute  a quorum),  who  shall  consult 
and  advise  with  the  officers  in  all  matters  relative  to  the  appointment,  manage- 
ment, and  removal  of  agents,  and  their  compensation;  and,  subject  to  the  ap- 
proval of  the  executive  committee,  shall  have  power  to  appoint  and  remove 
agents,  and  to  fix  their  compensation. 

Sec.  22.  Committee  on  Accounts. — The  committee  on  accounts  shall  consist 
of  five  directors  (two  of  whom  shall  constitute  a quorum),  who  shall  examine 
and  audit  all  accounts,  receipts,  and  payments  not  audited  by  the  executive 
committee  or  under  its  direction. 

Sec.  23.  Meetings  and  Minutes  of  Committees. — Regular  minutes  of  the 


78 


CHARTERS  OF  LIFE  INSURANCE  COMPANIES. 


proceedings  of  each  committee  shall  be  kept  in  books  provided  for  that  purpose, 
and  reports  of  the  same  read  at  every  regular  meeting  of  the  directors. 

Every  report  of  a standing  or  special  committee,  not  entered  on  the  minutes 
of  a standing  committee,  shall  be  in  writing,  and  signed  by  the  committee  or 
its  chairman. 

Sec.  24.  Of  Foreclosure  for  Interest. — No  interest  shall  be  allowed  to  remain 
due  longer  than  thirty  days,  on  any  bond  and  mortgage  to  the  society,  without 
a foreclosure  or  suit  being  commenced,  unless  the  president  or  the  executive 
committee  authorize  a longer  delay. 

Sec.  25.  Inspectors  of  Election. — The  board  of  directors  shall,  at  their  last 
stated  meeting  previous  to  the  annual  election  for  directors,  appoint  three  in- 
spectors of  election ; and  in  case  any  inspector  shall  fail  to  attend,  the  president 
shall  have  the  power  to  fill  such  vacancies.  In  case  the  said  stated  meeting 
shall  not  be  held,  the  president  shall  call  a special  meeting  for  the  purpose  afore- 
said of  which  special  notice  shall  be  given.  Said  special  meeting  shall  be  held 
at  least  sixteen  days  previous  to  the  holding  of  said  election. 

Sec.  26.  Receipts  for  Payments  of  Principal  of  Bonds. — No  payment  of  the 
principal  of  bonds  secured  by  mortgage  shall  be  deemed  valid  except  upon  the 
receipt  of  any  two  of  the  following  persons,  namely,  the  president,  the  vice- 
president,  the  second  vice-president,  the  third  vice-president,  the  fourth  vice- 
president,  the  comptroller,  the  actuary,  the  secretary,  the  assistant  secretary, 
the  treasurer,  the  assistant  treasurer,  the  registrar,  and  the  financial  manager, 
and  this  shall  be  incorporated  in  the  bond  as  part  of  the  contract. 

Sec.  27.  Investment  of  Stocks. — All  investments  or  sales  of  stocks  or  bonds 
shall  be  made  in  the  name  of  the  society,  with  power  on  the  part  of  any  two  of 
the  following  persons,  namely,  the  president,  the  vice-president,  the  second  vice- 
president,  the  third  vice-president,  the  fourth  vice-president,  the  comptroller, 
the  actuary,  the  secretary,  the  assistant  secretary,  the  treasurer,  the  assistant 
treasurer,  the  registrar,  and  the  financial  manager,  to  effect  the  transfers  in  the 
name  of  the  society. 

Sec.  28.  No  commissions  or  compensations,  direct  or  indirect,  for  procuring 
or  facilitating  loans  from  the  society  shall  be  received  by  any  director,  or  by  any 
of  its  officers  or  other  person  in  its  employment.  And  no  loans  on  bond  and 
mortgage  shall  be  made  to  directors  or  to  officers  elected  or  appointed  by  the 
board. 

Sec.  29.  Fire  Insurance  Policy. — Before  any  money  is  paid  out  for  authorized 
loans  on  real  estate,  the  president  shall  receive  the  bond,  duly  executed,  a satis- 
factory policy  of  insurance  (when  fire  insurance  is  required),  and  the  certificate 
of  such  attorney  or  counsel  for  the  society  or  of  such  title  insurance  company 
as  may  be  retained  or  employed  by  the  president  for  that  purpose,  that  the  title 
is  valid  and  Unencumbered,  and  that  the  mortgage  is  duly  executed  and  de- 
livered. 

Sec.  30.  Examining  Committee. — At  the  close  of  each  fiscal  year,  the  accounts 
and  assets  of  the  society  shall  be  examined  by  a special  committee  of  not  less 
than  five  directors,  the  majority  of  whom  shall  not  be  members  of  the  executive 
committee,  and  whose  report  shall  be  placed  on  the  minutes. 

Sec.  31.  By-Laws;  How  Altered. — The  by-laws  shall  not  be  altered  or 
amended,  except  at  a meeting  specially  called  for  that  purpose  or  at  any  regular 
meeting  subsequent  to  the  meeting  at  which  notice  shall  be  given  of  such  in- 
tention. 

Sec.  22.  These  by-laws  shall  take  effect  from  the  date  of  the  adoption  thereof. 


FEDERAL  LIFE. 


79 


FEDERAL  LIFE  INSURANCE  COMPANY. 


Declaration. 

We,  the  undersigned,  Charles  A.  Atkinson,  Geo.  C.  Morgan,  Jr.,  C. 
E.  Whelan,  C.  W.  Adams,  D.  B.  Ainger,  Wm.  G.  Stearns,  F.  A.  Ran- 
dall, B.  O.  Smith,  J.  W.  Wegner,  J.  F.  Robinson,  Geo.  H.  Jenney,  F. 
L.  B.  Jenney,  Isaac  Miller  Hamilton,  J.  Ellsworth  Griffin,  do  hereby 
declare  and  express  our  intentions  to  associate  and  form  an  incorpor- 
ated company,  under  an  act  of  the  General  Assembly  of  the  State 
of  Illinois,  entitled  “An  act  to  organize  and  regulate  the  business  of 
life  insurance, ” approved  March  26,  A.  D.  1869,  and  all  acts  amend- 
atory thereof,  for  the  purpose  of  making  insurance  upon  the  lives  of 
individuals  and  every  insurance  pertaining  thereto  or  connected  there- 
with ; and  to  grant,  or  dispose  of  annuities.  And  for  that  purpose,  the 
subscribers  do  further  declare  that  the  following  is  a copy  of  the  charter 
proposed  to  be  adopted  by  them : 

Article  i.  The  name  of  such  corporation  shall  be  the  “Equitable 
Inheritance  and  Life  Insurance  Company,”  and  the  principal  office  for 
the  transaction  of  business  shall  be  located  in  the  city  of  Chicago,  in 
the  State  of  Illinois. 

Article  2.  The  business  of  the  company  shall  be  to  make  insurance 
upon  the  lives  of  individuals,  and  every  insurance  pertaining  thereto, 
or  connected  therewith ; and  to  grant,  purchase  or  dispose  of  annuities, 
as  set  forth  and  provided  in  the  act  aforesaid,  approved  March  26,  A. 
D.  1869,  and  amendments  thereto.  And  this  company  shall  possess  and 
enjoy  all  the  powers,  privileges  and  franchises  granted  to,  and  shall 
be  subject  to  all  the  regulations,  restrictions  and  obligations  imposed 
upon  incorporations,  organized  and  existing  under  the  said  act  of  the 
General  Assembly  of  the  State  of  Illinois,  approved  March  26,  A.  D. 
1869,  and  any  amendments  thereof. 

Article  3.  The  capital  stock  of  said  company  shall  be  one  hun- 
dred and  twenty-five  thousand  dollars  ($125,000),  divided  into  twelve 
hundred  and  fifty  (1250)  shares  of  one  hundred  dollars  ($100)  each, 
transferable  only  on  the  books  of  the  company  in  conformity  with  its 
by-laws ; and  the  capital  stock  of  said  company  may  be  increased  bv  the 
stockholders  to  an  amount  not  to  exceed  in  the  aggregate  five  hundred 
thousand  dollars  ($500,000).  When  such  increase  of  the  capital  stock 
shall  have  been  so  voted,  it  may  be  paid  for  in  cash,  or  by  the  applica- 


8o 


CHARTERS  OF  LIFE  INSURANCE  COMPANIES. 


tion  of  such  portion  of  the  net  surplus  of  the  company  as  may  be  dis- 
tributed by  the  board  of  directors  to  the  stockholders  as  their  distribu- 
tive share  of  such  surplus  between  the  stockholders  and  the  policy- 
holders of  said  company ; and  provided  further,  that  such  increase  shall 
be  apportioned  pro  rata  among  the  then  existing  stockholders,  and  in 
no  instance  shall  such  distribution  be  made  to  the  stockholders  unless 
the  said  net  surplus  shall  at  least  equal  the  amount  of  the  then  existing 
capital  stock,  and  only  when  the  board  of  directors  shall  have  deter- 
mined upon  a distribution,  which  said  distribution  may  be  made  an- 
nually or  once  in  two,  three,  four  or  five  years,  as  the  board  of  direc- 
tors may  from  time  to  time  determine,  and  in  determinig  the  amount 
of  such  surplus  to  be  distributed,  there  shall  be  reserved  an  amount  not 
less  than  the  aggregate  net  value  of  all  outstanding  policies,  said  value 
being  computed  by  the  combined  experience  or  actuary  rate  of  mor- 
tality with  interest  not  exceeding  four  per  cent  (4  per  cent),  and  when 
such  distribution  is  made  by  the  directors  of  said  company  between  the 
stockholders  and  policyholders  at  the  periods  fixed  by  the  board  of 
directors  and  subject  to  the  limitations  aforesaid,  such  distribution  shall 
be  final  and  conclusive  on  each  and  every  person  interested  therein. 
The  holders  of  the  capital  stock  may  receive  a semi-annual  cash  divi- 
dend on  the  stock  so  held  by  them,  not  to  exceed  ten  per  cent  (10  per 
cent)  per  annum,  such  dividends  to  be  paid  at  such  times  and  in  the 
manner  designated  by  the  board  of  directors  of  said  company.  All 
other  earnings  and  receipts  of  said  company  over  and  above  the  divi- 
dends, losses  and  expenses  in  conducting  the  business  of  the  company, 
shall  be  accumulated  and  distributed  only  in  the  manner  above  pro- 
vided. 

Article  4.  The  corporate  powers  of  said  company  shall  be  vested 
in  a board  of  directors,  and  shall  be  exercised  by  them,  and  by  such 
officers,  agents  and  employees  as  they  may  appoint  and  from  time  to 
time  empower.  The  board  of  directors  shall  consist  of  eighteen  (18) 
persons,  to  be  chosen  by  ballot  from  the  stockholders,  immediately 
upon  organization  of  said  company;  a majority  of  whom  shall  be  citi- 
zens of  the  State  of  Illinois,  and  each  of  whom  shall  be  the  owner  of  at 
least  ten  (10)  shares  of  the  capital  stock  of  said  company,  but  such 
board  of  directors  may  be  increased  from  time  to  time  at  any  annual 
or  special  meeting  of  the  stockholders,  to  a number  not  to  exceed 
thirty-six  (36)  in  all,  and  such  increase  of  the  number  of  the  board  of 
directors  shall  only  be  effected  by  a two-thirds  vote  of  all  the  stock  of 
said  company  then  outstanding.  The  board  of  directors  shall  immedi- 
ately after  the  completion  of  the  organization  of  the  company  divide 
itself  by  lot  into  three  (3)  equal  classes.  The  term  of  the  first  class 


FEDERAL  LIFE. 


8l 


shall  expire  at  the  end  of  one  (i)  year  from  the  date  of  the  first  elec- 
tion of  a board  of  directors,  after  the  organization  of  the  company; 
that  of  the  second  at  the  end  of  two  (2)  years  from  that  time;  that  of 
the  third  at  the  end  of  three  (3)  years  from  that  time.  And  at  the 
end  of  the  first  year  from  the  time  of  the  organization  of  the  company 
and  annually  thereafter,  one-third  (1-3)  of  the  board  of  directors  shall 
be  elected  and  shall  hold  office  for  three  (3)  years  and  until  their 
successors  are  chosen  and  qualified;  but  any  director  shall  be  re- 
eligible.  And  the  board  of  directors  shall  have  power  to  determine 
and  provide  in  the  by-laws  the  number  of  directors  that  shall  consti- 
tute a quorum  for  the  transaction  of  business. 

Article  5.  Any  vacancy  in  the  board  of  directors,  occurring  either 
through  death,  inability,  resignation  or  otherwise,  may  be  filled  by  the 
remaining  directors  for  the  remainder  of  the  term  for  which  the  direc- 
tor, in  whose  position  the  vacancy  occurs,  was  chosen. 

Article  6.  The  officers  of  the  company  shall  consist  of  a presi- 
dent, vice-president,  second  vice-president,  treasurer,  assistant  treas- 
urer, secretary,  assistant  secretary,  actuary,  medical  directors,  counsel 
and  assistant  counsel,  who  shall  be  elected  on  the  organization  of  the 
company;  and  annually  thereafter,  by  the  board  of  directors.  The 
president,  vice-president,  second  vice-president,  treasurer  and  secre- 
tary shall  be  elected  from  their  own  number,  and  no  director  shall  be 
entitled  to  any  emolument,  as  such  director,  unless  by  a vote  of  the 
stockholders  in  general  meeting. 

Article  7.  The  board  of  directors  shall  have  power  to  regulate  the 
rate  and  amount  of  premiums  and  the  mode,  manner  and  time  of  the 
payment  of  same,  and  the  amounts  to  be  insured  on  any  one  life,  and 
the  terms  and  conditions  of  such  insurance,  and  shall  have  power  to 
purchase  for  the  benefit  of  the  company  any  policies  of  insurance,  divi- 
dends, or  other  obligations  issued  by  the  company,  and  shall  have  power 
to  enact  by-laws,  rules  and  regulations  for  the  government  of  the 
officers  and  agents  of  the  company  and  the  conduct  of  its  affairs,  not 
inconsistent  with  this  charter  or  the  constitution  and  the  laws  of  the 
State,  and  such  by-laws,  rules  and  regulations  may  be  amended,  altered 
or  repealed  by  a vote  of  not  less  than  two-thirds  (2-3)  of  the  directors. 
And  no  by-law,  rule  or  regulation,  adopted  by  the  board  of  directors 
shall  be  amended,  modified  or  repealed,  either  at  a regular  or  special 
meeting  of  the  board  of  directors,  unless  at  least  thirty  (30)  days 
notice  shall  have  been  given  of  the  same  to  each  director,  stating  the 
object  of  the  meeting  and  the  proposed  amendment  of  the  by-laws  or 
rules  governing  the  corporation,  which  notice  shall  be  deposited  in  the 
postoffice  at  the  city  of  Chicago,  directed  to  the  person  for  whom  it  is 


82 


CHARTERS  OF  LIFE  INSURANCE  COMPANIES. 


intended  at  his  last  known  address,  or  delivered  to  such  director  in 
person. 

Article  8.  Every  stockholder  shall  be  entitled  to  one  vote  for 
every  share  of  capital  stock  standing  in  his  name  on  the  books  of  the 
company,  and  it  shall  be  lawful  for  any  stockholder  of  the  company, 
possessing  the  right  to  vote,  to  do  so  by  proxy,  duly  authorized  in  writ- 
ing, in  accordance  with  the  by-laws  of  the  company,  and  every  election 
for  directors  shall  be  by  ballot  and  a majority  of  votes  shall  elect. 

Article  9.  The  officers  of  the  company  shall  annually  cause  a gen- 
eral balance  statement  of  the  affairs  of  the  company  to  be  made,  which 
shall  be  open  to  the  inspection  of  any  policyholder  for  thirty  (30)  days 
during  the  usual  hours  of  business.  Such  statement  shall  show  the 
amounts  received  during  the  preceding  year  for  premiums,  interest 
and  annuities,  and  also  the  amounts  paid  during  the  same  time  for 
losses,  expenses,  and  other  disbursements  and  the  balance  remaining 
in  the  treasury,  together  with  the  manner  in  which  the  same  is  in- 
vested. 

Article  10.  The  fiscal  year  of  the  company  shall  commence  on  the 
first  day  of  January  and  terminate  on  the  thirty-first  (31)  day  of  De- 
cember in  each  year. 

Article  ii.  The  board  of  directors  shall  possess  all  the  other 
powers  usually  vested  in  board  of  directors,  and  not  inconsistent  with 
this  charter  or  the  laws  and  the  constitution  of  the  State  of  Illinois 
and  the  United  States. 

Article  12.  After  deducting  losses,  expenses  and  dividends,  the 
funds  and  accumulations  of  the  company  may  be  invested  in  stocks  of 
the  United  States,  or  of  the  State  of  Illinois,  or  of  any  city  or  town  in 
the  State  of  Illinois,  or  in  any  national  bank,  or  in  other  stocks  and 
securities,  in  accordance  with  the  by-laws,  or  in  mortgages  (being  first 
liens)  on  real  estate,  worth  at  least  twice  the  amount  of  money  loaned 
thereon,  or  in  like  securities  of  any  other  State  in  which  this  com- 
pany may  at  the  time  lawfully  be  doing  business,  under  the  same  re- 
strictions. 

Article  13.  The  real  estate  which  it  shall  be  lawful  for  this  com- 
pany to  purchase,  hold  and  convey,  shall  be  : 

1.  Such  as  shall  be  necessary  for  its  accommodation  in  the  con- 
venient transaction  of  its  business, 

2.  Such  as  shall  have  been  mortgaged  to  it  in  good  faith  by  way  of 
security  for  loans  previously  contracted,  or  for  money  due. 

3.  Such  as  shall  have  been  conveyed  to  it  in  satisfaction,  either  in 
whole  or  in  part,  of  debts  previously  contracted  in  the  regular  course 
of  business. 


FEDERAL  LIFE.  83 

4.  Such  as  shall  have  been  purchased  at  sales  upon  judgments,  de- 
crees or  mortgages  obtained  or  made  for  such  debts. 

Article  14.  The  board  of  directors  shall  require  the  president, 
secretary  and  treasurer  to  give  bonds,  and  the  same  shall  be  in  such 
amounts  and  with  such  sureties  as  shall  be  approved  by  said  board. 

Article  15.  The  charter  of  this  corporation  shall  be  perpetual. 

Article  16.  This  charter  may  be  amended  or  altered  by  a three- 
fourths  (f)  vote  of  the  entire  capital  stock  of  the  company,  at  any 
annual  meeting  of  the  stockholders,  or  any  special  meeting  called  for 
the  purpose,  provided  at  least  thirty  (30)  days’  notice  in  writing  of  such 
meeting,  or  of  any  proposed  amendment  or  alteration  shall  have  been 
given  to  each  stockholder  by  mail,  to  his  last  known  address,  by  the 
secretary,  and  such  notice  shall  contain  a copy  of  such  proposed  amend- 
ment or  alteration. 

In  witness  whereof,  we,  the  undersigned  incorporators,  have  here- 
unto subscribed  our  names  this  first  day  of  August,  A.  D.  1899.  Chas. 
A.  Atkinson,  Geo.  C.  Morgan,  Jr.,  C.  E.  Whelan,  C.  W.  Adams,  D.  B. 
Ainger,  Wm.  G.  Stearns,  F.  A.  Randall,  B.  O.  Smith,  J.  W.  Wegner, 
J.  F.  Robinson,  Geo.  H.  Jenney,  F.  L.  B.  Jenney,  Isaac  Miller  Hamil- 
ton, J.  Ellsworth  Griffin. 

We,  Isaac  Miller  Hamilton  and  J.  C.  Denison,  president  and  secre- 
tary respectively,  of  the  Equitable  Inheritance  and  Life  Insurance 
Company,  do  hereby  certify  that  at  the  first  meeting  of  the  stock- 
holders of  said  company,  duly  called  and  held  on  the  10th  day  of  Feb- 
ruary, 1900,  the  following  resolution  was  by  said  stockholders  unani- 
mously adopted,  to  wit : 

“Whereas,  It  is  deemed  desirable  and  advisable  by  the  stockholders 
of  the  Equitable  Inheritance  and  Life  Insurance  Company  that  the 
name  of  said  company  should  be  changed ; 

“Therefore,  Be  it  resolved,  by  the  said  stockholders  that  the  name  of 
said  company  be  changed  to,  and  said  company  shall  hereafter  be 
known,  as  the  Federal  Life  Insurance  Company;  and  that  Article  1,  of 
the  charter  of  said  company,  heretofore  approved  by  the  Superin- 
tendent of  Insurance  of  the  State  of  Illinois,  be  amended  so  as  to  read 
as  follows : 

“Article  i.  The  name  of  such  corporation  shall  be  the  Federal 
Life  Insurance  Company,  and  the  principal  office  for  the  transaction  of 
business  shall  be  located  in  the  city  of  Chicago,  in  the  State  of  Illinois.” 

We  further  certify  that  at  said  meeting  more  than  three-fourths  of 
all  the  votes  represented  by  the  whole  stock  of  said  company  were  voted 
in  favor  of  said  resolution  and  the  change  in  name  of  said'  company  as 
therein  set  forth. 


84 


CHARTERS  OF  LIFE  INSURANCE  COMPANIES. 


Witness  our  hands  as  president  and  secretary,  as  aforesaid,  and  the 
seal  of  said  company  this  26th  day  of  February,  A.  D.  1900. 

ISAAC  MILLER  HAMILTON, 

President. 

J.  C.  DENISON, 

Secretary. 

We,  the  undersigned,  corporators  of  the  Equitable  Inheritance  and 
Life  Insurance  Company,  do  hereby  certify  that  at  a meeting  of  said 
corporators,  duly  held  on  the  10th  day  of  February,  1900,  in  the  city 
of  Chicago,  111.,  the  following  resolution  was  unanimously  adopted, 
to  wit : 

“Whereas,  it  is  deemed  desirable  and  advisable  by  the  corporators  of 
the  Equitable  Inheritance  and  Life  Insurance  Company  that  the  name 
of  said  company  should  be  changed : 

“Therefore,  Be  it  resolved,  that  the  name  of  said  company  be 
changed  to,  and  the  said  company  shall  hereafter  be  known  as  the 
‘Federal  Life  Insurance  Company,’  and  that  Article  1 of  the  charter 
of  said  company,  heretofore  approved  by  the  Superintendent  of  Insur- 
ance of  the  State  of  Illinois,  be  amended  so  as  to  read  as  follows : 

“Article  i.  The  name  of  such  corporation  shall  be  the  ‘Federal 
Life  Insurance  Company,’  and  the  principal  office  for  the  transaction 
of  business  shall  be  located  in  the  city  of  Chicago  in  the  State  of 
Illinois.” 

Witness  our  hands,  as  such  corporators  this  26th  day  of  February, 
A.  D.  1900.  J.  Ellsworth  Griffin,  Isaac  Miller  Hamilton,  F.  L.  B. 
Jenney,  C.  A.  Atkinson,  C.  W.  Adams,  Burton  O.  Smith,  Wm.  G. 
Stearns,  J.  W.  Wegner,  F.  A.  Randall. 

I,  Isaac  Miller  Hamilton,  president  of  the  Federal  Life  Insurance 
Company,  of  Chicago,  111.,  do  hereby  certify  that,  at  the  regular  annual 
meeting  of  the  stockholders  of  said  company  held  at  the  office  of  said 
company,  in  said  city  of  Chicago,  on  the  15th  day  of  January,  A.  D. 
1901,  there  was  submitted  to  a vote  of  said  stockholders  the  proposition 
to  increase  the  capital  stock  of  said  company  from  one  hundred  and 
twenty-five  thousand  dollars  ($125,000)  to  one  hundred  and  fifty  thou- 
sand dollars  ($150,000)  and  I further  certify  that  more  than  two- 
thirds  (2-3)  of  all  the  votes  represented  by  the  whole  stock  of  said 
corporation  voted  in  favor  of  the  said  proposition. 

I further  certify  that  at  said  meeting  more  than  two-thirds  (2-3)  of 
the  entire  stock  of  said  company  was  represented. 

I also  certify  that  due  notice  was  given  to  each  of  the  stockholders 
of  said  company  of  said  meeting. 


FEDERAL  LIFE. 


85 


Witness  my  hand  and  the  seal  of  said  corporation  at  Chicago,  this 
31st  day  of  July,  A.  D.  1901. 

ISAAC  MILLER  HAMILTON, 

President. 


Amendment  to  Charter. 

I,  R.  N.  Wilbur,  assistant  secretary  of  the  Federal  Life  Insurance 
Company,  do  hereby  certify  that  at  the  regular  annual  meeting  of  the 
stockholders  of  said  company,  held  at  its  home  office,  in  the  city  of 
Chicago,  111.,  on  the  10th  day  of  February,  1900,  the  following  amend- 
ment to  the  original  charter  was  duly  and  legally  adopted : 

“Resolved,  That  Article  1 of  the  charter  of  this  company  be  amended 
so  as  to  read  as  follows : 

“Article  i.  The  name  of  such  corporation  shall  be  the  Federal 
Life  Insurance  Company,  and  the  principal  office  for  the  transaction  of 
its  business  shall  be  located  in  the  city  of  Chicago,  in  the  State  of 
Illinois.” 

I further  certify  that  at  the  regular  annual  meeting  of  the  stock- 
holders of  said  company,  held  at  its  home  office,  in  the  city  of  Chicago, 
111.,  on  the  15th  day  of  January,  1901,  the  following  resolution  was 
duly  and  legally  adopted: 

“Resolved,  That  the  president  and  treasurer  are  hereby  authorized 
to  take  such  action  as  may  be  necessary,  at  such  time  as  they  deem 
best,  to  perfect  and  legalize  an  increase  of  the  capital  stock  from 
$125,000  to  $150,000;  and  the  president  and  treasurer  are  hereby 
authorized,  if  they  deem  it  wise  so  to  do,  to  sell  said  $125,000  of  stock, 
or  any  part  thereof,  the  same  to  be  sold  for  cash  at  not  less  than  par, 
and  on  such  terms  as  to  them  shall  seem  for  the  best  interests  of  the 
company ; and  in  the  event  of  the  sale  of  said  stock,  or  any  part  thereof, 
and  on  full  payment  therefor,  the  president  and  secretary  are  hereby 
authorized  and  directed  to  issue  certificates  of  stock  to  the  parties  en- 
titled thereto.” 

I further  certify  that  in  accordance  with  the  said  resolution  of  Feb- 
ruary 10th,  1900,  the  original  charter  of  the  said  Federal  Life  Insur- 
ance Company  was  amended,  changing  the  name  of  said  company 
from  the  Equitable  Inheritance  and  Life  Insurance  Company  to  the 
Federal  Life  Insurance  Company. 

I further  certify  that  in  accordance  with  the  said  resolution  of  Jan- 
uary 15,  1901,  the  original  stock  of  the  said  company  was  increased 
from  $125  000  to  $150,000. 

I further  certify  that  there  have  beer  no  other  amendments  made  to 
the  charter  of  the  said  Federal  Life  Insurance  Company. 


86 


CHARTERS  OF  LIFE  INSURANCE  COMPANIES. 


In  witness  whereof.  I have  hereunto  subscribed  my  name  as  as- 
sistant secretary  of  said  company,  and  affixed  the  corporate  seal  thereof, 
this  thirteenth  day  of  November,  1903. 

R.  M.  WILBUR, 

(Seal.)  Assistant  Secretary. 


EXTRACTS  FROM  THE  BY-LAWS. 

Sec.  1.  The  officers  of  this  corporation  shall  be  a president,  vice-president, 
second  vice-president,  treasurer,  assistant  treasurer,  secretary,  assistant  secretary, 
actuary,  medical  directors,  counsel,  and  assistant  counsel,  who  shall  hold  their 
offices  respectively,  for  one  year  and  until  their  successors  are  elected  and 
qualified. 

Sec.  2.  The  officers  of  the  company  shall  be  elected  by  the  board  of  directors 
at  the  first  meeting  thereof,  and  annually  thereafter,  provided  the  president, 
vice-president,  second  vice-president,  treasurer  and  secretary  shall  be  elected 
from  the  members  of  the  board  of  directors,  and  provided,  the  offices  of  vice- 
president  and  treasurer,  may  be  held  by  the  same  person. 

Sec.  15.  The  president,  treasurer,  assistant  treasurer,  secretary,  and  assistant 
secretary,  shall  each  give  bonds  to  the  company  with  sufficient  sureties  to  be 
approved  by  the  board  of  directors,  and  in  sums  to  be  fixed  by  said  board  for 
the  faithful  performance  of  their  respective  duties,  and  for  the  full  and  faithful 
accounting  for  all  the  properties,  moneys,  and  funds  of  the  company,  that  may 
come  to  their  hands  or  under  their  control  respectively.  The  board  of  directors 
shall  have  authority  to  require  bonds  from  any  and  all  other  officers,  agents  and 
employees  of  the  company. 

Sec.  16.  The  annual  meetings  of  the  stockholders  shall  be  held  in  the  city  of 
Chicago,  Illinois,  on  the  third  Tuesday  in  January  in  each  year  at  ten  o’clock  in 
the  forenoon  after  the  year  1900,  and  the  secretary  shall  give  at  least  thirty  (30) 
days’  notice  to  each  stockholder  of  each  of  said  annual  meetings,  either  per- 
sonally, or  by  mail  to  his  last  known  address. 

Sec.  17.  The  board  of  directors  shall  hold  its  first  regular  annual  meeting 
immediately  after  the  first  meeting  of  the  stockholders  of  the  company,  at  the 
home  office  of  the  company  in  the  city  of  Chicago,  and  regular  meetings  of  said 
board  shall  thereafter  be  held  on  the  third  Tuesday  in  the  months  of  July  and 
October  in  the  year  1900,  at  ten  o’clock  in  the  forenoon,  and  thereafter  the  quar- 
terly meetings  of  said  board  shall  be  held  on  the  third  Tuesday  in  the  months  of 
January,  April,  July  and  October  in  each  year,  and  at  each  of  said  meetings  of 
said  board,  reports  as  to  the  business  of  the  company  during  the  previous  quarter 
shall  be  made  by  the  officers  of  the  company.  The  annual  meeting  of  said  board 
shall  be  the  first  meeting  thereof  held  after  the  annual  meeting  of  the  stock- 
holders. The  said  board  shall  have  authority  to  meet  at  such  other  times,  as 
in  its  judgment  the  business  of  the  company  may  require,  or  upon  call  as  here- 
inafter provided. 

Sec.  18.  Special  meeting?  of  the  board  of  directors  may  be  called  by  the 
president  or  by  any  five  (5)  members  of  said  board,  and  the  secretary  shall  give 
to  each  director  at  least  five  (5)  days’  notice  of  the  same,  stating  the  object  of 
the  special  meeting,  which  notice  shall  be  served  either  by  mail  to  the  last  known 
address  of  each  director  or  personally. 


FEDERAL  LIFE. 


87 


Sec.  19.  Ten  members  of  the  board  of  directors  shall  constitute  a quorum 
for  the  transaction  of  business  at  all  regular,  special  and  called  meetings  of  the 
board  of  directors. 

Sec.  20.  At  all  meetings  of  the  stockholders  a majority  of  the  amount  of  the 
stock  of  the  company  then  outstanding  shall  be  necessary  for  the  election  of 
directors,  or  for  the  passage  of  any  resolution,  or  the  transaction  of  any  business 
and  the  election  of  directors  shall  be  by  ballot.  Each  stockholder  shall  be  en- 
titled to  one  vote  for  each  share  of  stock  held  by  him  as  shown  on  the  books 
of  the  company,  but  any  stockholder  may  vote  by  proxy;  such  proxy  shall  be 
appointed  in  writing,  subscribed  by  such  stockholder  and  filed  with  the  secretary, 
at,  or  before  the  time  of  such  meeting. 

Sec.  21.  The  board  of  directors  shall  at  their  last  meeting  previous  to  the 
annual  meeting  of  the  stockholders  of  the  company  elect  three  (3)  inspectors 
who  shall  not  be  members  of  the  board  of  directors  and  who  shall  act  as  tellers 
at  the  annual  meeting  of  said  stockholders  for  the  election  of  directors. 

Sec.  22.  The  board  of  directors  shall  at  each  annual  meeting,  also  elect,  from 
their  own  number,  an  executive  committee  and  a finance  committee.  At  each 
annual  meeting  the  said  board  shall  also  elect  an  auditing  committee,  provided, 
however,  that  no  director  shall  be  a member  of  said  auditing  committee. 

Sec.  23.  The  executive  committee  shall  consist  of  five  members  of  the  board 
of  directors,  of  which  committee  the  president  shall  be  a member.  Three  mem- 
bers of  this  committee  shall  constitute  a quorum  for  the  transaction  of  business. 
The  executive  committee  shall  have  power  and  authority,  when  the  board  of 
directors  is  not  in  session,  to  do  and  perform  such  ministerial  acts  and  duties  in 
the  transaction  of  the  business  of  the  company  as  the  board  of  directors  does 
or  can  possess  by  virtue  of  the  acts  of  incorporation,  or  any  other  acts  affecting 
the  power  and  authority  of  the  corporation  or  its  board  gf  directors,  or  by  virtue 
of  these  by-laws,  or  any  laws  of  this  State.  The  executive  committee  shall  keep 
a record  of  all  its  transactions  which  shall  be  reported  to  the  board  of  directors 
at  each  quarterly  meeting  thereof,  and  all  the  transactions  of  said  executive  com- 
mittee shall  be  subject  to  the  approval  and  under  the  supervision  of  the  board 
of  directors,  but  all  the  acts  and  transactions  of  said  executive  committee  not 
disapproved,  rescinded,  modified  or  annulled  by  the  board  of  directors  shall  be 
held  and  taken  to  be  approved  and  confirmed  by  the  said  board,  and  the  said 
executive  committee  shall  have  all  the  necessary  incidental  powers  to  carry  out 
such  business  as  the  board  of  directors  may  specially  delegate  to  it. 

Sec.  24.  The  finance  committee  shall  consist  of  five  members  of  the  board  of 
directors,  of  which  committee  the  president  and  treasurer  shall  be  members. 
Three  members  of  said  committee  shall  constitute  a quorum  for  the  transaction 
of  business.  The  finance  committee  shall  have  the  charge  of  investing  and  man- 
aging the  company’s  assets,  subject  to  the  instructions  and  directions  of  the  board 
of  directors ; specify  what  loans  may  be  made  and  fix  the  terms  and  conditions 
thereof  or  the  modifications  of  the  same ; shall  have  charge  of  the  purchasing  of 
bonds  or  other  securities  in  which  the  company  is  authorized  by  law  to  invest 
its  funds  as  they,  from  time  to  time,  deem  expedient,  and  such  other  and  further 
powers  as  the  board  of  directors  may  specially  delegate  to  said  committee,  sub- 
ject always  to  the  approval  of  and  under  the  supervision  of  the  board  of  direc- 
tors. Said  committee  shall  keep  a record  of  all  its  transactions  and  report  the 
same  in  full  to  the  board  of  directors  at  each  quarterly  meeting  thereof ; the 
acts  and  transactions  of  the  finance  committee  shall  be  taken  to  be  approved 


88 


CHARTERS  OF  LIFE  INSURANCE  COMPANIES. 


and  confirmed  by  the  board  of  directors  unless  specially  disapproved,  rescinded, 
modified  or  annulled  by  said  board. 

Sec.  25.  The  auditing  committee  shall  consist  of  three  (3)  members.  They 
shall  at  the  close  of  each  year’s  business,  or  as  much  oftener,  as  the  board  of 
directors  may  require,  examine  all  the  receipts  and  disbursements  of  the  com- 
pany for  the  preceding  year  and  report  to  the  board  of  directors  and  stockholders 
the  results  of  such  examination.  Such  report  shall  show  the  amount  and  con- 
dition of  the  assets  and  securities  of  the  company  at  the  close  of  the  preceding 
year  together  with  a detailed  list  of  ail  securities  owned  or  held  by  the  company. 

All  members  of  the  said  executive  committee,  finance  committee  and  auditing 
committee  shall  hold  their  offices  for  one  year,  and  until  their  successors  shall 
have  been  elected  and  have  qualified.  All  reports  required  by  these  by-laws 
shall  be  in  writing  and  signed  by  all  the  members  of  the  committee  agreeing 
thereto,  or  by  the  officer  making  the  same. 

Sec.  26.  No  risk  shall  be  taken  by  this  company  on  any  one  life  in  a sum 
exceeding  twenty  thousand  dollars  ($20,000.00) 

Sec.  27.  The  stock  of  this  company  shall  be  transferable  only  on  the  books 
of  the  company,  and  the  secretary  shall  make  such  transfers  when  duly  and 
legally  authorized  so  to  do  in  writing,  and  upon  the  surrender  of  the  then  out- 
standing certificate  of  stock,  but  no  transfer  of  stock  shall  be  made  on  the  books 
of  the  company  during  or  within  ten  (10)  days  previous  to  any  annual  meeting  of 
the  stockholders.  When  such  transfer  shall  have  been  made  on  the  books  of 
the  company  the  old  certificate  of  stock  shall  be  canceled  and  a new  certificate 
or  certificates  issued  to  the  party  or  parties  entitled  thereto. 

Sec.  29.  The  president,  secretary  and  treasurer,  shall  constitute  a committee 
on  insurance  and  agencies,  a majority  of  whom  shall  constitute  a quorum  for 
the  transaction  of  business ; and  such  committee  shall  advise  and  confer  with  the 
superintendent  of  agencies  as  to  the  management  of  the  business  of  that  depart- 
ment, and  shall  have  supervision  of  the  employment  of  agents  and  the  fixing  of 
their  compensation,  and  no  salary,  compensation  or  contract  providing  for  an 
advance  to  any  agent  to  be  repaid  out  of  his  commissions  on  first  and  renewal 
premiums  shall  be  made  with  any  agent  unless  the  same  shall  have  been  submitted 
to,  and  approved  by  said  committee,  but  the  said  superintendent  of  agencies  shall 
have  authority  to  make  commission  and  brokerage  contracts  with  agents  within 
such  limit  as  to  territory,  terms  and  compensation  as  said  committee  may  de- 
termine without  submitting  them  to  said  committee  for  approval. 

Sec.  30.  Investments  of  the  company’s  funds  may  be  made  in  the  form  of 
notes,  as  well  as  bonds,  the  same  to  be  secured  by  mortgages  on  unincumbered 
real  estate,  and  no  loan  shall  be  made  by  the  company  on  security  of  country 
real  estate  except  on  improved  farms,  and  then  not  to  exceed  one-half  (54)  the 
value  of  the  property  offered  on  security,  exclusive  of  buildings. 

Sec.  31.  No  interest  or  matured  principal  shall  be  allowed  to  remain  over- 
due longer  than  six  (6)  months  on  any  note  or  bond  and  mortgage  to  the  com- 
pany without  proceedings  to  collect  the  same  being  directed  by  the  treasurer 
unless  the  finance  committee  shall  authorize  an  extension. 

Sec.  32.  No  payment  of  the  principal  of  any  note  or  bond  secured  by  mort- 
gage on  real  estate  shall  be  deemed  valid  or  binding  upon  the  company  except 
upon  joint  receipt  of  the  president  and  treasurer. 

Sec.  33.  Before  any  loan  shall  be  made  of  the  funds  of  the  company,  the  title 
of  the  property  proposed  to  be  mortgaged  to  secure  the  same  shall  be  examined 


FEDERAL  LIFE. 


89 


and  approved  by  the  counsel;  and  the  mortgage  and  note  or  bonds  secured 
thereby,  duly  reported  by  the  counsel  in  writing,  to  be  properly  and  duly  ex- 
ecuted, shall  be  delivered  to  the  treasurer,  together  with  the  abstract  of  title, 
and  other  evidences  of  legal  ownership  by  the  party  applying  for  the  loan  on  the 
mortgaged  premises;  and  before,  or  at  the  time  any  money  is  paid  to  the  appli- 
cant on  account  of  the  loan,  the  mortgage  shall  be  duly  filed  for  record  in  the 
proper  office  and  the  abstract  of  title  showing  all  conveyances  affecting  the 
premises,  together  with  original  searches  for  judgment,  mortgage  or  other  liens 
attached,  and  also  liens  for  taxes  and  assessments  and  showing  a clear,  good 
and  sufficient  title  in  fee  in  the  party  applying  for  the  loan,  shall  be  continued  to 
the  time  of  such  payment.  The  requisite  policies  of  fire  insurance  shall  also  be 
furnished  and  such  other  things  shall  be  done  and  action  taken  under  the  direc- 
tion of  the  finance  committee  as  in  its  judgment  may  be  deemed  necessary  to 
make  perfect  the  company’s  security  and  protect  its  interest;  payment  may  be 
made  and  the  loan  closed  through  the  company’s  accredited  agent  appointed  for 
that  purpose  but  in  such  manner  as  the  treasurer  may  direct. 

Sec.  34.  No  commission,  direct  or  indirect,  shall  be  received  by  any  officer, 
agent,  or  employee  of  this  company  for  procuring  or  assisting  in  the  procuring 
of  any  loan  or  loans,  from  this  company. 

Sec.  35.  The  money  and  funds  of  the  company  shall  be  paid  out  only  on 
authority  therefor  by  the  board  of  directors,  the  executive  committee,  or  the 
finance  committee,  as  authorized  by  these  by-laws. 

Sec.  36.  The  secretary  shall  draw  and  sign  all  warrants  on  the  treasurer  for 
the  payment  of  the  obligations  of  the  company,  and  the  same  shall  be  counter- 
signed by  the  president  and  upon  receipt  of  such  warrants  the  treasurer  shall 
draw  his  checks  as  treasurer,  on  the  funds  of  the  company  in  payment  thereof. 

Sec.  37.  The  president,  secretary  and  treasurer  shall  be,  and  constitute,  a 
special  committee  of  which  the  president  shall  be  chairman,  and  it  shall  be  the 
duty  of  this  committee  to  examine  and  pass  upon  all  death  claims  and  the  de- 
cision of  the  majority  of  said  committee  shall  be  final.  Said  committee  shall 
make  report  to  the  board  of  directors  at  the  quarterly  meetings  thereof,  which 
report  shall  show  in  detail  the  action  of  said  committee  for  the  previous  quarter 
and  all  of  said  reports  shall  be  signed  by  the  secretary. 

Sec.  38.  Proofs  of  death  shall  be  filed  with  the  secretary,  who  on  receipt  of 
the  same,  shall  examine  the  records  of  the  company,  and  ascertain  whether  or  not 
the  policy  was  in  force  at  the  time  of  death.  He  shall  make  a written  report  of 
such  examination  to  the  counsel  and  also  deliver  to  him  all  proofs  of  death  and 
papers  connected  with  or  relating  to  said  risk.  On  receipt  of  said  report,  proofs 
and  papers,  the  counsel  shall  make  investigation  thereof  and  report  in  writing 
his  opinion  as  to  the  validity  of  such  claims.  The  counsel  shall  deliver  said 
reports,  proofs  and  papers  to  the  special  committee  having  in  charge  the  matter 
of  examining  and  passing  upon  death  claims. 

Sec.  39.  These  by-laws  may  be  amended  or  altered  at  any  annual,  quarterly 
or  special  meeting  of  the  board  of  directors,  by  a two-thirds  (%)  vote  of  the 
entire  membership  of  said  board,  provided,  thirty  (30)  days’  notice  in  writing, 
of  such  proposed  amendment  or  alteration  shall  have  been  given  each  member 
of  said  board  by  mail  to  his  last  known  address,  or  personally,  by  the  secretary,, 
and  such  notice  shall  contain  a copy  of  such  proposed  amendment  or  alteration. 


CHARTERS  OF  LIFE  INSURANCE  COMPANIES. 


*90 


THE  FIDELITY  MUTUAL  LIFE  INSURANCE  COMPANY. 


Amended  Charter  of  The  Fidelity  Mutual  Life  Insurance  Company,  of 
Philadelphia,  Pa. 

Know  all  men  by  these  presents,  that  we,  L.  G.  Fouse,  president, 
and  W.  S.  Campbell,  secretary  of  the  Fidelity  Mutual  Life  Association, 
hereby  certify  that  at  a special  meeting  of  the  members  of  said  associa- 
tion held  at  its  principal  office  in  the  city  of  Philadelphia  and  State  of 
Pennsylvania,  on  the  27th  day  of  July,  A.  D.,  one  thousand  eight  hun- 
dred and  ninety-nine,  for  the  purpose  of  amending  the  charter  thereof, 
the  following  resolution  was  unanimously  adopted,  2473  votes  having 
been  cast  in  favor  of  the  same  and  none  against  it. 

Resolved,  That  in  pursuance  of  an  Act  of  the  General  Assembly  of 
the  Commonwealth  of  Pennsylvania,  under  which  the  Fidelity  Mutual 
Life  Association  was  incorporated,  entitled  “A  supplement  to  an  act 
entitled  ‘An  Act  to  establish  an  Insurance  Department,’  approved  the 
first  day  of  April,  one  thousand  eight  hundred  and  seventy-three,  pro- 
viding for  the  incorporation  and  regulation  of  insurance  companies, 
and  relating  to  insurance  agents  and  brokers  and  to  foreign  insurance 
companies.”  Approved  the  first  day  of  May,  A.  D.,  one  thousand  eight 
hundred  and  seventy-six,  the  charter  of  said  association,  under  the 
provisions  of  said  act,  be  amended  so  that  hereafter  it  shall  be  and  read 
as  follows : 

1.  The  name  of  the  corporation  is  the  Fidelity  Mutual  Life  Insur- 
ance Company. 

2.  The  class  of  insurance  for  which  it  is  constituted  is  the  second  or 
life  class. 

3.  The  plan  or  principle  upon  which  the  business  is  to  be  conducted 
is  the  mutual. 

4.  The  place  in  which  it  is  to  be  established  and  located  is  Phila- 
delphia, Pa. 

5.  It  has  no  capital  stock,  but  has  a surplus  in  lieu  of  guaranty 
capital  exceeding  $200,000  above  its  reinsurance  reserve  and  all  its 
other  liabilities. 

6.  The  general  objects  and  purpose  of  the  company  are  to  make 
insurance  upon  the  mutual  principle  upon  the  lives  of  individuals  and 
every  insurance  appertaining  thereto  or  connected  therewith,  and  to 
grant  and  purchase  annuities. 


FIDELITY  MUTUAL. 


91 


7.  The  proposed  duration  of  the  company  is  perpetual. 

8.  The  powers  it  proposes  to  have  and  exercise  are  to  have  per- 
petual succession,  to  adopt  and  have  a common  seal,  and  the  same  to 
alter  at  pleasure,  to  sue  and  be  sued,  and  in  general  to  exercise  the 
powers  of  a corporate  body,  and  make  such  contracts  as  may  be  neces- 
sary to  carry  out  its  general  objects  or  purpose  as  herein  set  forth,  and 
to  possess  and  exercise  all  the  rights,  powers  and  privileges  as  though 
originally  incorporated  with  a guaranty  capital  of  $200,000  under  the 
Act  of  the  General  Assembly  aforesaid. 

L.  G.  FOUSE, 

President. 

W.  S.  CAMPBELL, 
Secretary. 

Insurance  Department. 

Harrisburg,  July  29,  1899. 

The  title  of  the  company  named  in  the  within  certificate,  namely,  the 
Fidelity  Mutual  Life  Insurance  Company,  is  hereby  approved. 

SAM.  W.  McCULLOCH, 
Deputy  Insurance  Commissioner. 


EXTRACTS  FROM  THE  BY-LAWS. 

Article  i.  The  objects  and  purpose  of  the  company  are:  “To  make  insurance 
upon  the  mutual  principle  upon  the  lives  of  individuals  and  every  insurance 
appertaining  thereto  or  connected  therewith,  and  to  grant  and  purchase  annui- 
ties.” 

Article  2.  Sec.  i. — -The  officers  of  this  company  shall  consist  of  a president, 
vice-president,  and,  at  any  time,  at  the  option  of  the  directors,  a second  and 
third  vice-president,  secretary  and  treasurer. 

Sec.  2.  There  shall  also  be  an  assistant  secretary,  assistant  treasurer,  actuary, 
one  or  more  medical  directors,  an  executive  committee  of  three,  a finance  com- 
mittee of  five,  and  not  less  than  nine,  nor  more  than  thirteen  directors. 

Sec.  3.  The  executive  officers  named  in  the  first  section,  and  the  assistants, 
actuary,  and  medical  directors  named  in  the  second  section,  shall  be  elected 
annually  by  the  board  of  directors  at  their  first  meeting  after  the  annual  election 
of  directors,  and  shall  continue  in  office  until  their  successors  are  duly  elected. 

Sec.  4.  The  board  of  directors  created  under  section  2 of  this  article  shall 
be  competent  to  exercise  all  the  powers  vested  in  it  by  law,  and  shall  be  elected 
annually  at  the  annual  meeting  of  the  members  which  shall  be  held  on  the 
second  Tuesday  of  January,  and  the  members  in  attendance  shall  constitute  a 
quorum.  The  election  shall  be  held  at  the  home  office  of  the  company  between 
such  hours  as  the  board  of  directors  at  their  December  meeting  preceding  may 
designate.  Members  may  vote  in  person,  by  proxy,  or  attorney.  Each  member 
shall  be  entitled  to  one  vote. 

Sec.  5.  Stated  meetings  of  the  directors  shall  be  held  at  the  office  of  the 


92 


CHARTERS  OF  LIFE  INSURANCE  COMPANIES. 


company  on  the  first  Tuesday  of  each  month,  and  special  meetings  may  be  called 
at  any  time  by  the  president,  by  giving  the  directors  notice  in  writing. 

Sec.  6.  The  executive  committee  shall  consist  of  the  president,  vice-president, 
and  one  member  of  the  board,  who  shall  be  elected  annually  at  the  first  meeting 
of  the  directors  after  the  annual  election,  and  shall  supervise  the  business,  fix 
the  salaries  or  compensation  of  clerks,  and  shall  report  to  the  directors  for  their 
approval  at  regular  and  special  meetings. 

Sec.  7.  The  finance  committee  shall  consist  of  five  members  of  the  boards 
whose  duty  it  shall  be  to  direct  the  investment  of  the  funds  of  the  company,  and 
report  to  the  board  of  directors  for  its  approval. 


FRANKLIN  LIFE. 


93 


FRANKLIN  LIFE  INSURANCE  COMPANY. 


State  of  Illinois, 

Sangamon  County. 

To  Hon.  James  R.  B.  Van  Cleave,  Superintendent  of  Insurance: 

We,  the  undersigned,  citizens  of  the  State  of  Illinois,  hereby  declare 
our  intention  to  organize  and  incorporate  a company  to  make  insurance 
upon  the  lives  of  persons,  and  every  insurance  pertaining  thereto  or 
connected  therewith,  and  to  grant  and  dispose  of  annuities. 

We  propose  to  adopt  the  following  charter : 

The  name  of  the  company  shall  be  the  Franklin  Life  Insurance  Com- 
pany, to  be  located  at  Springfield,  111. 

The  corporate  powers  of  the  company  shall  be  exercised  by  a board 
of  nine  directors,  a majority  of  whom  shall  be  citizens  of  the  State  of 
Illinois. 

At  the  first  election  of  directors  a full  board  shall  serve  for  one  year ; 
three  for  two  years,  and  three  for  three  years ; and  at  each  succeeding 
annual  meeting  three  directors  shall  be  elected  to  serve  for  three  years. 

In  case  of  vacancy  in  the  board  of  directors,  the  same  shall  be  filled 
by  a majority  vote  of  the  board  of  directors  until  the  next  annual  meet- 
ing, when  a director  shall  be  elected  in  the  regular  way  to  fill  the  un- 
expired term. 

The  officers  of  the  company  shall  be  elected  annually  by  the  directors 
at  the  first  meeting  of  the  directors  after  the  annual  meeting  of  the 
policyholders. 

The  directors  shall  have  power  to  make  such  by-laws  not  incon- 
sistent with  the  constitution  and  laws  of  the  State  as  may  be  deemed 
necessary  for  the  government  of  the  officers  and  the  conduct  of  its 
affairs,  and  to  alter  and  amend  said  by-laws  when  considered  neces- 
sary. 

The  officers  and  their  respective  duties  shall  be  defined  by  the  by-laws. 

The  guarantee  capital  stock  shall  be  $100,000,  being  four  thousand 
shares  of  $25  each.* 

The  object  and  purposes  of  the  company  are  to  make  insurance  upon 
the  lives  of  persons,  and  every  insurance  pertaining  thereto  or  con- 
nected therewith,  and  to  grant  and  dispose  of  annuities,  pursuant  to 
the  provisions  of  the  act  entitled  “An  act  to  organize  and  regulate  the 


* The  capital  of  $100,000  was  subsequently  retired,  and  the  company  became  purely  mutual. 


94 


CHARTERS  OF  LIFE  INSURANCE  COMPANIES. 


business  of  life  insurance,”  approved  May  26,  1869,  and  acts  amenda- 
tory thereto. 

The  manner  of  conducting  the  company  shall  be  upon  the  mutual 
plan,  but  said  guarantee  capital  is  to  be  redeemed  and  canceled  and 
said  company  operated  as  a purely  mutual  company  as  soon  as  the  funds 
can  be  provided  for  the  redemption  of  the  guarantee  capital,  and  the 
election  of  directors  shall  be  by  ballot  either  in  person  or  by  proxy, 
each  policyholder  being  entitled  to  one  vote.  Signed,  Howard  K. 
Weber,  R.  F.  Herndon,  B.  H.  Ferguson,  Edgar  S.  Barnes,  George  N. 
Black,  Joseph  M.  Grout,  James  H.  Barkley,  George  B.  Stadden,  J.  P. 
Lindley. 


GERMANIA  LIFE. 


95 


THE  GERMANIA  LIFE  INSURANCE  COMPANY. 


Article  i.  [Name  and  Location.] — The  name  of  this  company 
shall  be  “The  Germania  Life  Insurance  Company.”  It  shall  be  lo- 
cated in  the  city  of  New  York. 

Article  2.  [Business.] — The  business  of  this  company  shall  be  to 
make  insurance  upon  the  lives  of  individuals  and  every  insurance  ap- 
pertaining thereto  or  connected  therewith,  and  to  grant,  purchase  or 
dispose  of  annuities. 

Article  3.  [Corporate  Powers.] — The  corporate  powers  of  said 
company  shall  be  exercised  by  a board  of  directors,  and  such  officers 
and  agents  as  said  board  may  appoint. 

[Number  of  Directors.] — The  number  of  directors  shall  be  twenty 
(20)  ; but  the  board  may  at  any  of  its  meetings,  held  pursuant  to  notice, 
given  as  hereinafter  provided,  by  resolution  increase  the  number  of  the 
directors  to  not  more  than  fifty.  No  resolution  increasing  the  number 
of  directors  shall  be  valid,  unless  passed  at  a meeting  held  pursuant 
to  notice  given  to  the  directors,  that  the  subject  of  increasing  the 
number  of  directors  will  be  brought  before  the  board  at  such  meeting. 
And  the  giving  of  such  notice  shall  be  directed  by  a resolution  of  the 
board  passed  at  a previous  meeting.  Whenever  the  board  shall  thus 
resolve  to  increase  the  number  of  directors,  the  whole  additional  number 
shall  be  elected  at  the  next  succeeding  election  of  directors,  besides  those 
to  be  elected  to  supply  vacancies  to  be  filled  at  such  election.  And  the 
ballots  shall  designate  which  are  voted  for  to  supply  vacancies,  and 
which  as  additional  directors.  Immediately  after  such  election,  the 
additional  directors  shall  be  equally  distributed  by  lot  among  the  five 
classes;  and  one-fifth  of  the  total  number  shall  be  thereafter  elected 
annually,  in  the  same  manner  as  hereinafter  provided  in  regard  to  the 
twenty  (20)  directors  above  mentioned. 

[Directors  must  be  Stockholders.] — (As  amended  1890  under  pro- 
visions of  chapter  650,  laws  of  1887.)  A majority  of  the  directors  shall 
be  citizens  of  the  State  of  New  York,  and  each  director  shall  be  the 
proprietor  of  at  least  ten  shares  of  the  capital  stock  of  the  company, 
and  shall  hold  such  stock  at  least  thirty  days  before  his  election  as 
directors ; or  he  shall  be  a person  whose  life  is  insured  with  the  company 
by  a policy,  the  legal  reserve  on  which  shall  be  not  less  than  five  hun- 
dred dollars.  (As  amended  April  24,  1901.) 

Article  4.  [Electing  Directors  and  Officers.] — The  following- 


96 


CHARTERS  OF  LIFE  INSURANCE  COMPANIES. 


named  persons  shall  constitute  the  first  board  of  directors,  and  shall 
hold  office  until  their  successors  are  appointed:  Lewis  E.  Amsinck, 

Herman  Marcuse,  Isaac  Bernheimer,  Oswald  Ottendorfer,  Charles 
Breusing,  Hermann  Rose,  Elie  Charlier,  Max  Schaefer,  C.  Godfrey 
Gunther,  John  F.  Schepeler,  John  H.  Hardt,  Frederick  Schwendler, 
Louis  Jay,  Joseph  Seligman,  Edward  Kaupe,  Leonard  J.  Stiastny, 
Peter  Kauth,  Edward  von  der  Heydt,  Frederick  Kapp,  Louis  von 
Hoffmann,  Gustav  Kutter,  David  Wallerstein,  Jeremiah  Larocque, 
Hugo  Wesendonck,  Johannes  Lienau,  Bernhard  Westermann,  Edward 
Luckemeyer,  John  Westfall,  Charles  Luling,  Melvin  S.  Whitney. 

[Terms  of  Office  of  Directors .] — In  case  either  or  any  of  the  above 
named  persons  shall  decline  to  serve,  or  prove  to  be  ineligible,  the 
vacancy  or  vacancies  may  be  filled  by  the  remaining  directors.  The 
board  of  directors  shall,  immediately  after  the  organization  of  the  com- 
pany, divide  itself  by  lot  into  five  equal  classes.  The  term  of  the  first 
class  shall  expire  at  the  end  of  one  year  from  December  31,  i860;  that 
of  the  second  at  the  end  of  two  years  from  that  time ; that  of  the  third 
at  the  end  of  three  years  from  that  time ; that  of  the  fourth  at  the  end 
of  four  years  from  that  time ; and  that  of  the  fifth  class  at  the  end  of 
five  years  from  that  time ; and  so  on  successively,  in  each  and  every  sub- 
sequent year.  After  the  year  i860,  one-fifth  of  the  board  of  directors 
shall  be  elected  annually,  on  the  second  Wednesday  in  the  month  of 
December  in  each  year,  and  shall  hold  office  for  five  years,  or  until  their 
successors  are  chosen ; but  any  director  shall  be  re-eligible. 

[Annual  Election.] — The  annual  election  of  directors  shall  be  held 
at  the  principal  office  of  the  company  in  the  city  of  New  York,  and  of 
which  fourteen  days’  previous  notice  shall  be  given,  in  at  least  two  of 
the  daily  newspapers  published  in  said  city. 

[Inspectors  of  Election.] — The  first  board  of  directors  shall  appoint 
three  inspectors  of  election,  and  afterwards  at  every  election  of  direc- 
tors, three  persons  shall  be  chosen  by  the  persons  entitled  to  vote  for 
directors,  as  inspectors  of  the  next  succeeding  election.  No  director 
shall  be  appointed  an  inspector  of  election,  and  no  inspector  shall  be 
elected  a director  at  an  election  of  which  he  acts  as  inspector. 

[Stockholders  to  Vote.] — The  directors  shall  be  elected  by  ballot, 
and  a plurality  of  votes  shall  elect.  In  the  election  of  directors,  every 
stockholder  in  the  company  shall  be  entitled  to  one  vote  for  every  share 
of  stock  held  by  him;  every  policyholder  paying  at  least  one  hundred 
dollars  per  annum  in  premiums,  or  annuitant  entitled  to  an  annuity  of 
not  less  than  one  hundred  dollars  per  annum  shall  be  entitled  to  one 
vote ; and  every  person  whose  life  is  insured  by  a policy,  the  legal 
reserve  on  which  at  the  end  of  the  last  policy  year  amounted  to  one 


GERMANIA  LIFE. 


97 


hundred  dollars  or  more,  shall  be  entitled  to  one  vote  for  each  even 
hundred  dollars  of  the  amount  of  such  reserve,  and  all  of  such  votes 
may  be  given  in  person  of  by  proxy.  (As  amended  April  24,  1901.) 

[ Election  of  Officers. \ — The  board  of  directors  shall  immediately 
after  their  organization,  and  annually  after  each  election,  elect  from 
among  their  number  a president  and  a vice-president.  In  case  the  vice- 
president  shall  at  the  same  time  hold  any  other  office  than  that  of  a 
director  in  the  company,  he  shall  not  act  as  president  thereof,  unless  he 
shall  refrain  from  performing  the  duties  of  such  other  office  during 
the  time  that  he  shall  so  act  as  president,  but  a temporary  president  may 
be  chosen  by  the  board  or  the  president  from  among  the  members  of  the 
board  to  act  as  such  during  the  absence  or  disability  of  the  president. 
Such  appointment  when  made  by  the  president  shall  remain  in  force 
only  until  the  next  meeting  of  the  board  of  directors.  (As  amended 
October  25,  1899.)  The  board  may  also  appoint  at  any  time  from  their 
number  a president  to  act  temporarily,  when  the  president  and  vice- 
president  shall  be  absent,  interested,  or  unable  to  act.  The  board  of 
directors  may  also,  at  any  time,  appoint  a secretary,  and  such  other 
officers  as  they  may  deem  requisite,  and  who  shall  hold  office  upon  such 
tenure  as  the  board  of  directors  shall  prescribe. 

Article  5.  [Vacancies.] — Vacancies  in  the  board  of  directors  oc- 
curring in  the  intervals  of  elections,  by  death,  resignation  or  otherwise, 
may  be  filled  by  the  board  in  the  manner  to  be  hereafter  provided  for 
in  the  by-laws.  The  directors  shall  supply  any  vacancy,  occasioned  by 
the  omission  to  serve,  of  any  inspector  of  election.  In  case  of  failure  to 
elect  on  the  day  of  election,  the  remaining  directors,  whose  places 
were  not  to  have  been  supplied  at  such  election,  shall  have  power  to 
elect  directors  to  fill  the  places  of  those,  whose  successors  were  to  have 
been  chosen  at  such  election,  but  have  not  been  by  reason  of  such 
failure  to  elect,  and  also  any  additional  directors  to  have  been  chosen 
at  such  election,  but  not  chosen  thereat.  The  board  of  directors  shall 
have  power  to  supply  any  vacancy  in  any  office. 

Article  6.  [Capital.] — The  capital  of  said  company  shall  be  two 
hundred  thousand  dollars,  divided  into  four  thousand  shares,  of  fifty 
dollars  each,  which  shall  be  personal  property,  transferable  only  on  the 
books  of  the  company,  in  conformity  with  its  by-laws.  The  holders  of 
the  said  capital  stock  may  receive  interest  thereon,  at  a rate  not  ex- 
ceeding seven  per  cent  per  annum.  For  such  interest  the  board  of  di- 
rectors may  declare  dividends  and  designate  the  time  and  manner  of 
their  payment.  No  division  of  profits  shall  be  made,  until  the  stock- 
holders shall  have  first  received  interest  at  the  rate  of  seven  per  cent 
per  annum  on  the  amount  of  the  capital  stock. 


98 


CHARTERS  OF  LIFE  INSURANCE  COMPANIES. 


Article  7.  [Quorum.] — Seven  directors  shall  constitute  a quorum 
for  the  transaction  of  business;  but  the  board  of  directors  shall  have 
power  to  increase  this  number  by  a by-law. 

Article  8.  [By-Laws.] — The  board  of  directors  shall  have  power 
to  enact  by-laws  for  the  government  of  the  officers  and  agents,  and  for 
the  management  of  the  affairs  of  the  company,  not  inconsistent  with 
this  charter,  or  with  the  constitution  and  laws  of  this  State,  or  of  the 
United  States.  No  alteration  or  amendment  of  the  by-laws,  nor  any 
addition  thereto,  shall  be  made  except  by  an  affirmative  vote  of  a 
majority  of  all  the  directors.  The  board  shall  be  convened  for  such 
purpose  by  a notice  to  each  director,  expressing  the  subject  of  the  alter- 
ation, amendment,  or  addition  proposed  to  be  made,  and  the  yeas  and 
nays  shall  be  taken  on  each  question. 

Article  9.  [Fiscal  Year.] — The  fiscal  year  of  the  company  shall 
commence  on  the  first  day  of  January,  and  terminate  on  the  thirty- 
first  day  of  December  in  each  year. 

Article  10.  [Terms  and  Rates.] — The  board  of  directors  may 
regulate  the  amount  of  premiums,  and  the  manner  of  payment  of  the 
same,  and  may  limit  by  a by-law  the  amount  to  be  insured  on  any  one 
life. 

Article  ii.  [Additional  Powers  of  the  Board.] — In  case  of  the 
non-payment  when  due,  of  any  premium  on  any  policy  of  insurance 
issued  by  this  company,  or  in  case  of  the  violation  of  any  other  condi- 
tion of  the  policy,  the  board  of  directors  may  forfeit  such  policy  and 
apply  all  previous  payments  to  the  benefit  of  the  company.  The  board 
of  directors  shall  have  power  to  purchase  for  the  benefit  of  the  company 
any  policy  of  insurance  or  other  obligation  it  may  have  issued.  The 
board  shall  possess  all  other  powers  usually  vested  in  boards  of  direc- 
tors, and  not  inconsistent  with  this  charter  or  the  constitution  and  laws 
of  this  State  or  of  the  United  States. 

Article  12.  [Loans.] — No  loan  of  the  funds  of  this  company  shall 
be  made  to  any  director  or  officer  of  the  company. 

Article  13.  [Division  of  Profits.] — Within  three  months  after  the 
expiration  of  the  year  eighteen  hundred  and  sixty-seven,  the  officers  of 
the  company  shall  cause  a general  statement  to  be  made,  and  a balance 
to  be  struck  of  the  affairs  of  the  company,  which  shall  exhibit  the 
amount  of  surplus  or  net  profits  of  the  company,  as  near  as  the  same 
can  be  ascertained,  after  deducting  a sufficient  amount  to  reinsure  all 
outstanding  risks,  and  to  cover  other  contingencies,  as  provided  by  law. 
Twenty  per  cent  of  the  net  profits  thus  ascertained,  in  addition  to  the 
amount  to  be  divided  among  the  stockholders  for  interest  on  the 
capital,  pursuant  to  Article  6,  shall  be  apportioned  and  divided  in  cash 


GERMANIA  LIFE, 


99 


among  the  holders  of  the  capital  stock  of  the  company,  and  the  remain- 
ing eighty  per  cent  of  the  said  net  profits  shall  be  equitably  divided  in 
cash,  or  at  the  choice  of  the  assured  in  such  other  manner  as  the  board 
of  directors  may  determine  among  those  policyholders,  who  by  the 
terms  of  their  policies  participate  in  the  profits,  subject  to  the  regula- 
tions of  the  board  of  directors,  from  time  to  time,  as  to  the  period 
during  which  a policy  must  have  been  in  force  to  entitle  the  holder  to 
such  participation,  and  as  to  the  period  for  which  dividends  shall  be 
declared.  And  on  or  before  the  first  day  of  July,  in  the  year  one  thou- 
sand eight  hundred  and  sixtv-nine,  and  in  every  subsequent  year,  or  at 
such  other  times  as  the  board  of  directors  may  determine,  the  officers  of 
the  company  shall  cause  a general  statement  to  be  made  and  a balance 
to  be  struck,  as  aforesaid.  After  deducting  a sufficient  amount  to  re- 
insure all  outstanding  risks,  and  to  cover  other  contingencies,  as  pro- 
vided by  law,  a sum  equal  to  five  per  cent  per  annum  of  the  capital 
stock,  in  addition  to  the  amount  to  be  divided  among  the  stockholders 
for  interest  on  the  capital,  pursuant  to  Article  6,  shall  be  apportioned 
among  the  holders  of  the  capital  stock  of  the  company  and  the  remain- 
ing net  profits  shall  be  equitably  divided  in  cash  or  at  the  option  of  the 
assured  in  such  other  manner,  as  the  board  of  directors  may  determine, 
among  those  policyholders  who,  by  the  terms  of  their  policies,  partici- 
pate in  the  profits,  subject  to  the  regulations  of  the  board  of  directors 
from  time  to  time,  as  to  the  period  during  which  a policy  must  have 
been  in  force  to  entitle  the  holder  to  such  participation,  and  as  to  the 
period  for  which  dividends  shall  be  declared.  In  case  of  the  death  of 
any  party  insured,  his  rateable  portion  of  the  profits  which  may  have 
accrued  prior  to  his  death  and  since  the  last  division  of  profits,  shall 
at  the  next  succeeding  term  of  dividing  profits,  be  paid  in  cash  to  his 
legal  representatives  or  assigns.  (As  amended  by  law  passed  April  5, 
1867,  chapter  258.) 

Article  14.  [Commissioners  to  open  Books  of  Subscription.]  — 
Gustav  Kutter,  John  F.  Shepeler,  Frederick  Schwendler,  Hugo  Wesen- 
donck,  Melvin  S.  Whitney  shall  be  commissioners  to  open  books  for 
subscriptions  to  the  capital  stock  of  the  company,  at  such  times  and 
places  as  shall  be  proper,  and  to  keep  the  same  open  until  the  full 
amount  of  two  hundred  thousand  dollars  shall  be  subscribed.  A ma- 
jority of  the  said  commissioners  may  perform  these  duties. 

In  witness  whereof,  we,  the  undersigned  corporators,  have  hereunto 
subscribed  our  names  this  tenth  day  of  April,  one  thousand  eight  hun- 
dred and  sixty.  L.  E.  Amsinck,  John  F.  Schepeler,  M.  S.  Whitney, 
Max  Schaefer,  August  Belmont,  C.  Godfrey  Gunther,  Friederich  Kapp, 
Fredk.  Schwendler,  E.  Kaupe,  Hugo  Wesendonck,  Isaac  Bemheimer, 


IOO 


CHARTERS  OF  LIFE  INSURANCE  COMPANIES. 


Rufus  L.  Lord,  J.  H.  Hardt,  Edward  von  der  Heydt,  L.  J.  Stiastny, 
Adolphus  Oechs,  Louis  Jay,  Joseph  Seligman,  Gustav  Kutter,  Peter 
Kauth,  Edward  Luckemeyer,  Johannes  Lienau,  Oswald  Ottendorfer, 
Elie  Charlier,  D.  Wallerstein,  C.  Breusing,  Louis  A.  von  Hoffmann, 
Chas.  Luling,  Herman  Marcuse,  Jere.  Larocque. 


EXTRACTS  FROM  THE  BY-LAWS. 

Article  i.  Meetings  of  the  Board.  Sec.  i. — Stated  meetings  of  the  direc- 
tors shall  be  held  on  the  fourth  Wednesday  of  January,  April,  July  and  October 
of  each  year,  and  a report  shall  be  made  to  them  by  the  president,  of  the  trans- 
actions and  business  of  the  company  during  the  previous  quarter,  stating  par- 
ticularly the  contracts  that  have  been  made,  the  sums  of  money  that  have  been 
received,  and  on  what  account,  the  manner  in  which  the  same  have  been  invested 
or  paid,  and  the  amount  remaining  on  hand;  and  a general  balance  sheet,  ex- 
hibiting a full  statement  of  the  funds,  investments,  payments,  and  all  claims  for 
losses.  A daily  record  shall  also  be  kept  stating  the  policies  issued,  the  deaths 
reported,  the  policies  surrendered  and  the  deposits  in  banks  and  trust  companies, 
which  shall  be  open  to  the  inspection  of  any  member  of  the  board.  (As  amended 
January  n,  1888,  and  March  25,  1891.) 

Sec.  2.  There  shall  also  be,  after  the  year  i860,  an  annual  meeting  on  the 
Saturday  following  the  second  Wednesday  of  December,  for  the  election  of  a 
president,  a vice-president  and  standing  committees. 

Sec.  3.  The  president  may  at  any  time  call  a special  meeting  of  the  directors 
in  his  discretion ; he  shall  also  call  a special  meeting  whenever  three  of  the  direc- 
tors shall  request  him  in  writing  to  do  so.  All  stated  and  special  meetings  shall 
be  called  by  a written  or  printed  notice  to  each  director,  but  no  business  shall 
be  taken  up  or  transacted  at  a special  meeting  except  that  referred  to  in  said 
notice,  unless  with  the  consent  of  a majority  of  the  whole  board,  expressed  by 
their  votes  at  such  meeting. 

Article  2.  Vacancies  in  the  Board. — Vacancies  in  the  board  of  directors 
shall  be  filled  at  the  next  or  a subsequent  meeting  after  such  vacancy  is  declared, 
and  at  a meeting  subsequent  to  that  at  which  the  nomination  of  a person  to  fill 
said  vacancy  is  made.  Notice  of  an  election  to  be  inserted  in  the  call  issued  to 
the  directors  for  the  meeting. 

Article  3.  Officers. — The  officers  of  this  company  shall  consist  of  a president, 
a vice-president,  and  a secretary;  but  the  directors  may  at  first,  and  until  they 
shall  deem  that  the  interest  of  the  company  requires  the  appointment  of  a sepa- 
rate person  as  secretary,  appoint  the  vice-president  acting  secretary,  in  which 
case  he  shall,  while  holding  such  appointment,  perform  the  duties  of  secretary 
and  not  act  as  president  of  the  company.  The  board  may  also  appoint  an 
actuary  or  consulting  actuary,  one  or  more  physicians  and  such  law  officers  and 
other  officers,  as  may  be  required. 

Article  4.  Duties  of  Officers.  Sec.  i. — The  president  shall  preside  at  all 
meetings  of  the  directors,  and  shall  be  ex-officio  member  cf  all  standing  commit- 
tees, except  the  auditing  committee.  He  shall  have  the  general  direction  and 
superintendence  of  the  affairs  of  the  company  and  exclusive  charge  of  the  cor- 
porate seal  of  the  company,  with  power  to  affix  the  same  to  contracts  of  insur- 


GERMANIA  LIFE. 


IOI 


ance,  endowments  and  annuities ; to  certificates  acknowledging  satisfaction  of 
mortgages ; to  assignments  of  mortgages  where  the  whole  amount  due  thereon 
shall  be  paid ; to  releases  of  portions  of  mortgaged  premises  when  authorized  by 
the  finance  committee;  to  powers  of  attorney  for  the  transfer  of  stocks,  of  bonds 
and  of  other  securities  or  for  the  collection  of  dividends,  with  the  concurrence  of 
the  finance  committee,  as  provided  for  in  article  7 of  section  2 of  these  by-laws ; 
and  in  other  cases  when  specially  authorized  by  a resolution  of  the  board  of 
directors.  (As  amended  May  19  and  October  25,  1899.) 

Article  5.  Standing  Committees.  Sec.  i. — Upon  the  adoption  of  these  by- 
laws and  at  each  annual  meeting  for  the  election  of  president  and  vice-president 
the  following  standing  committees  shall  be  elected  by  the  board  and  hold  office 
until  their  successors  are  appointed : 

1.  A finance  committee. 

2.  A committee  on  insurance. 

3.  A committee  on  agencies. 

4.  An  auditing  committee. 

Sec.  2.  The  finance  committee  shall  consist  of  six  directors,  besides  the  presi- 
dent (four  of  whom  shall  be  a quorum),  who  shall  superintend  and  direct  all 
the  investments  that  shall  be  made  of  the  funds  of  the  company,  and  shall  con- 
sult and  advise  with  the  officers  in  all  matters  connected  with  the  finances  of 
the  company,  and  the  declaration  of  dividends. 

Sec.  3.  The  committee  on  insurance  shall  consist  of  four  directors,  besides 
the  president  (three  of  whom  shall  be  a quorum),  who  shall  consult  and  advise 
with  the  officers  in  all  matters  relative  to  insurance,  and  to  the  settlement  of 
claims  for  losses ; but  no  payment  of  such  claims  shall  be  authorized  except  by 
an  affirmative  vote  of  not  less  than  a majority  of  the  committee. 

Sec.  4.  The  committee  on  agencies  shall  consist  of  four  directors,  besides  the 
president  (three  of  whom  shall  be  a quorum),  who  shall  consult  and  advise  with 
and  assist  the  officers  in  all  matters  relative  to  agencies. 

Sec.  5.  The  auditing  committee  shall  consist  of  three  directors  (two  of  whom 
shall  be  a quorum),  who  shall  examine  each  quarterly  statement  submitted  to 
the  board. 

Sec.  6.  Regular  minutes  of  the  proceedings  and  resolutions  of  each  com- 
mittee shall  be  kept  in  books  provided  for  that  purpose. 

Sec.  7.  Every  report  of  a standing  or  special  committee  shall  be  in  writing, 
and  signed  by  the  members  of  the  committee  assenting  thereto. 

Article  6.  Limit  of  Risks  and  Payment  of  Premiums. — No  policy  or  policies 
shall  be  issued  on  a single  life  for  a greater  amount  in  the  aggregate  than  ten 
thousand  dollars,  except  with  the  written  approval  of  the  resident  physician  for 
any  amount  exceeding  ten  thousand  dollars  and  not  exceeding  thirty  thousand 
dollars,  and  with  the  additional  written  approval  of  the  president,  vice-president, 
secretary  and  actuary  of  the  company  for  any  amount  exceeding  thirty  thousand 
dollars  and  not  exceeding  one  hundred  thousand  dollars. 

In  case  any  one  of  the  said  officers  be  absent  or  unable  to  act,  the  written 
approval  of  one  of  the  directors  who  shall  have  been  designated  by  the 
board  to  act  as  president  pro  tern,  shall  be  had  in  place  of  that  of  such  absent 
officer. 

Any  excess  beyond  fifty  thousand  dollars  of  insurance  written  or  carried  on  a 
single  life  shall  be  reinsured  in  some  company  admitted  to  do  business  in  the 
State  of  New  York. 


102 


CHARTERS  OF  LIFE  INSURANCE  COMPANIES. 


All  premiums  shall  be  payable  in  cash. 

(As  amended  January  9,  1867;  January  11,  1888;  March  12,  1890,  and  Novem- 
ber 14,  1891.) 

Article  7.  Regulations  Regarding  Investments.  Sec.  i. — No  payments  of 
the  principal  of  bonds  shall  be  deemed  valid  except  upon  the  joint  receipt  of  the 
president  and  secretary,  and  this  shall  be  incorporated  in  the  bond  as  part  of 
the  contract. 

Sec.  2.  All  investments  of  stocks  and  of  bonds  if  registered  shall  be  made  in 
the  name  of  the  company,  with  power  on  the  part  of  any  four  of  the  finance 
committee,  of  whom  the  president  shall  always  be  one,  to  effect  transfer  of  the 
same  and  of  other  securities.  (As  amended  May  19,  1899.) 

Sec.  3.  Before  any  money  is  paid  out  for  authorized  loans  on  real  estate,  the 
certificate  of  the  counsel  of  the  company  of  the  examination  of  the  title  and  the 
result  of  such  examination  shall  be  lodged  with  the  president.  Upon  the  pay- 
ment of  the  money  the  bond  is  to  be  delivered  to  him,  and  the  mortgage  on  the 
property  is  to  be  left  to  be  duly  recorded  in  the  proper  office.  The  abstract  of 
title,  containing  examinations  continued  to  the  time  of  recording  the  mortgage, 
with  searches  annexed,  and  certificates  of  searches  for  taxes,  assessments  and  all 
other  liens  shall  be  deposited  with  the  president  within  a reasonable  time  after 
the  making  of  the  loan.  (As  amended  January  11,  1888.) 

Sec.  4.  No  commissions,  direct  or  indirect,  shall  be  received  by  any  of  the 
directors  or  officers  of  this  company  for  procuring  or  facilitating  loans  from  the 
company. 

Article  8.  Transfer  of  Stock. — No  transfer  of  the  stock  of  this  company 
shall  be  deemed  valid,  unless  made  upon  its  books  by  the  person  or  persons 
having  power  to  transfer  the  same,  upon  surrender  of  the  certificate. 

Article  9.  Special  Committee. — At  the  close  of  each  fiscal  year,  the  accounts 
and  assets  of  the  company  shall  be  examined  by  a special  committee  of  three 
directors  (not  members  of  the  finance  committee  nor  of  the  auditing  committee), 
whose  report  shall  be  placed  on  the  minutes. 

Article  10.  Reinsurance  Reserve. — Whenever,  as  provided  in  article  13  of 
the  company’s  charter,  a general  statement  shall  be  made  and  a balance  struck 
of  the  affairs  of  the  company,  for  the  purpose  of  ascertaining  the  amount  of 
surplus  or  net  profits, — in  calculating  the  company’s  reserve  all  valuations  of 
outstanding  policies,  additions  thereto,  unpaid  dividends  and  all  other  obligations 
shall  be  made  on  the  net  premium  basis  according  to  the  Actuaries,  or  Com- 
bined Experience  Table  of  Mortality,  with  interest  at  a rate  one-half  per  cent 
per  annum  below  the  rate  assumed  by  the  law  of  the  State  of  New  York,  but 
not  less  than  three  per  cent  per  annum,  the  amount  of  the  difference  between 
the  reserve  thus  calculated  and  that  calculated  upon  the  rate  assumed  by  the 
law  of  the  State  of  New  York  to  be  deducted  from  the  company’s  surplus,  to 
cover  other  contingencies,  as  provided  in  article  13  of  the  charter, — before  any 
division  of  profits  shall  be  made.  (As  amended  August  4,  1892.) 

Article  ii.  Investments  on  Bond  and  Mortgage.  Sec.  i. — The  board  of 
directors  may  by  resolution  authorize  the  company’s  general  attorney  for  Ger- 
many to  make  loans  on  bonds  and  mortgage  in  amounts  not  to  exceed  sixty  per 
cent  of  the  appraised  value  of  the  mortgaged  premises ; the  aggregate  amount  of 
such  loans,  the  cities  in  which  they  may  be  made,  and  the  rate  of  interest  upon 
them  to  be  determined  from  time  to  time  by  the  board  of  directors. 


GERMANIA  LIFE. 


103 


Before  granting  such  loans  the  general  attorney  for  Germany  shall  in  each 
case  obtain  the  approval  in  writing  of  two  members  of  the  board  of  directors 
residing  in  Europe. 

Sec.  2.  Before  any  money  is  paid  out  for  loans  on  bond  and  mortgage  on 
real  estate  in  the  cities  of  Europe  a certificate  of  the  local  counsel  of  the  com- 
pany of  his  examination  and  approval  of  the  title  shall  be  lodged  with  the  com- 
pany’s general  attorney  for  Germany. 

Sec.  3.  The  general  attorney  for  Germany  shall  have  power  to  execute  cer- 
tificates acknowledging  satisfaction  of  mortgages,  to  execute  assignments  of 
mortgages  where  the  whole  amount  due  thereon  shall  be  paid,  and  to  execute 
releases  of  portions  of  mortgaged  premises. 

Before  exercising  any  of  the  powers  granted  in  this  section,  the  general  attor- 
ney for  Germany  shall  in  each  case  obtain  the  consent  in  writing  of  one  member 
of  the  board  of  directors  residing  in  Europe  and  of  the  local  counsel  of  the  com- 
pany where  the  mortgaged  premises  are  situated;  but  the  absence  of  such  con- 
sent shall  not,  as  to  third  persons,  invalidate  the  acts  of  the  general  attorney 
for  Germany. 

Sec.  4.  No  commission,  direct  or  indirect,  shall  be  received  by  any  of  the 
members  of  the  board  of  directors  or  by  the  general  attorney  for  Germany  for 
procuring  or  facilitating  loans  of  the  company’s  funds. 

Sec.  5.  On  the  first  day  of  March,  June,  September  and  December  in  each 
year  the  general  attorney  for  Germany  shall  report  in  detail  to  the  president  of 
the  company  the  loans  on  bond  and  mortgage  that  shall  have  been  made  during 
the  preceding  quarter,  giving  the  date  of  the  mortgage,  the  date  of  its  maturity, 
the  record  of  the  mortgage,  the  amount  of  principal  unpaid,  the  rate  of  interest, 
an  appraisal  of  the  mortgaged  premises  by  a recognized  authority  (giving  values 
of  land  and  buildings  separately),  the  amount  of  fire  insurance  held  as  collateral 
security,  and  an  accurate  description,  diagram  and  location  of  the  mortgaged 
premises. 

He  shall  report  in  similar  detail  all  payments  of  principal  of  bonds  and  mort- 
gages made  to  the  company. 

(As  adopted  July  23,  1902.) 


104 


CHARTERS  OF  LIFE  INSURANCE  COMPANIES. 


THE  HARTFORD  LIFE  INSURANCE  COMPANY. 


At  a General  Assembly  of  the  State  of  Connecticut,  holden  at  New 
Haven,  in  said  State,  on  the  first  Wednesday  of  May,  in  the  year 
of  our  Lord  one  thousand  eight  hundred  and  sixty-six : 

Incorporating  the  Hartford  Accident  Insurance  Company. 

[ Resolved  by  the  Assembly.] — Sec.  i.  That  D.  F.  Seymour, 
Charles  H.  Northam,  E.  N.  Kellogg,  John  A.  Butler,  C.  M.  Pond, 
Austin  Dunham,  E.  H.  Fenn,  Hiram  Bissell,  Elisha  T.  Smith,  William 
Hamersley,  E.  Thomas  Lobdell,  Stiles  D.  Sperry,  Milo  Hunt,  John  W. 
Danforth,  Chester  Adams,  D.  A.  Rood,  George  Sexton,  Joseph  H. 
Sprague,  H.  W.  Conklin,  H.  C.  Beckwith,  F.  A.  Marcy,  C.  C.  Kimball, 
James  B.  Crosby,  Julius  Converse,  H.  C.  Robinson,  J.  E.  Coleman, 
Jacob  Knous,  John  R.  Buck,  and  all  such  persons  as  hereafter  may 
become  duly  associated  with  them  as  stockholders,  their  successors  and 
assigns  forever,  be,  and  they  are  hereby  constituted  a body  corporate 
and  politic,  by  the  name  of  the  “Hartford  Accident  Insurance  Com- 
pany,” and  by  that  name  shall  be  and  hereby  are  empowered  to  pur- 
chase, have,  hold,  possess  and  enjoy  to  themselves  and  their  successors, 
lands,  tenements,  hereditaments,  goods,  chattels,  eflects,  real  and  per- 
sonal estate  of  every  kind;  and  the  same  to  sell,  grant,  alien,  convey 
and  dispose  of ; to  sue  and  be  sued,  plead  and  be  impleaded  in  all  courts 
of  justice;  to  adopt  and  use  a common  seal,  and  the  same  to  change  at 
pleasure;  and  to  enact  and  enforce  such  by-laws  and  regulations  as 
they  may  deem  proper  for  the  well  ordering  and  government  of  said 
corporation ; provided,  that  such  by-laws  and  regulations  be  not  repug- 
nant to  the  constitution  and  laws  of  this  State,  or  of  the  United  States. 

Sec.  2.  The  capital  stock  of  said  corporation  shall  be  not  less  than 
two  hundred  thousand  dollars,  and  at  any  time  hereafter  may  be  in- 
creased by  said  corporation  to  any  sum  not  exceeding  one  million  dol- 
lars, and  shall  be  divided  into  shares  of  one  hundred  dollars  each ; and 
each  subscriber  to  said  capital  stock  shall  pay  into  the  treasury  of  said 
corporation,  at  the  time  of  subscribing  an  instalment  of  ten  dollars  on 
each  share  of  stock  by  him  subscribed ; and  within  sixty  days  after  the 
organization  of  said  company  shall  secure  the  payment  of  the  remain- 
ing ninety  dollars  on  each  share,  either  by  such  bonds  and  mortgages 
on  real  estate,  or  by  such  endorsed  promissory  notes  as  shall  be  ap- 
proved of  by  two-thirds  of  the  directors  of  said  corporation ; and  the 


HARTFORD  LIFE. 


!°5 

money  so  secured  to  be  paid,  shall  be  payable  in  such  instalments,  and 
at  such  times,  as  the  directors  may  determine;  and  such  endorsers  shall 
have  a lien  on  the  stock  for  which  such  note  or  notes  are  given. 

Sec.  3.  The  office  of  said  company  shall  be  located  at  Hartford,  and 
all  the  affairs  of  said  corporation  shall  be  managed  and  controlled  by  a 
board  of  not  less  than  seven  directors  (the  number  of  said  directors  to 
be  determined  by  the  by-laws  of  said  company),  who  shall  be  chosen 
from  among  and  by  the  stockholders,  which  choice  shall  be  made  by  a 
majority  of  the  votes  cast;  and  said  directors  shall  hold  office  for  one 
year,  and  until  others  are  chosen  in  their  stead;  and  the  annual  meet- 
ings for  the  choice  of  said  directors  shall,  after  the  first  election,  be 
held  at  the  city  of  Hartford,  on  the  first  Tuesday  in  May,  in  each  year, 
or  on  such  other  day  in  the  month  of  May  as  shall  be  appointed  by  the 
by-laws  of  said  corporation.  In  the  choice  of  directors  as  aforesaid, 
each  stockholder  present,  or  represented  by  his  attorney,  shall  be  al- 
lowed one  vote  for  each  and  every  share  of  stock  by  him  then  held ; 
and  the  stockholders  may  determine  what  number  of  directors  may  con- 
stitute a quorum  for  business. 

Sec.  4.  If  it  shall  so  happen  that  an  election  of  directors  of  said 
corporation  shall  not  take  place  at  the  time  of  the  annual  meeting 
thereof,  in  any  year,  said  corporation  shall  not  be  dissolved  thereby, 
but  an  election  may  be  had  at  any  time  within  one  year  thereafter,  the 
time  to  be  fixed  upon  and  notice  given  by  the  directors  last  chosen,  and 
public  notice  by  orders  of  the  directors  shall  always  be  given  at  least 
ten  days  previous  to  any  meeting  of  the  stockholders,  in  a newspaper 
printed  in  Hartford,  and  in  such  other  way  as  may  be  deemed  expe- 
dient; and  the  president  shall  have  power  to  call  special  meetings  of 
the  stockholders  whenever  thereto  requested  by  a majority  of  the  di- 
rectors. 

Sec.  5.  The  directors  may,  by  a major  vote,  fill  any  vacancy  which 
may  occur  in  their  board  between  the  annual  meetings  of  the  stock- 
holders, by  choosing  a director  or  directors  from  among  the  stock- 
holders, who  shall  continue  in  office  until  a successor  or  successors  shall 
be  chosen ; and  the  directors  may  choose  a president  and  vice-president 
of  their  corporation  from  their  own  number,  and  a secretary,  and  may 
appoint  such  other  officers,  clerks  and  agents,  and  establish  such 
agencies  in  this  State  and  elsewhere,  as  they  may  deem  necessary  and 
convenient,  fix  their  compensation,  take  bonds  of  any  and  all  of  them 
for  the  faithful  performance  of  their  duties,  make  such  covenants  and 
agreements  as  may  be  deemed  necessary,  and  perform  such  other  acts, 
and  exercise  such  other  powers  as  they  shall  deem  expedient  for  the  well 
ordering  of  the  affairs  of  said  company.  The  president  and  vice- 


io6 


CHARTERS  OF  LIFE  INSURANCE  COMPANIES. 


president  may  hold  their  office  for  one  year,  and  until  others  are  chosen, 
but  the  other  officers,  agents  and  servants  of  said  company  may  be  dis- 
placed and  new  ones  appointed  at  the  pleasure  of  the  directors.  In  the 
absence  or  disability  of  the  president,  the  vice-president  shall  preside, 
and  if  both  are  absent  or  disabled,  the  directors  shall  choose  a president, 
pro  tempore. 

Sec.  6.  Said  corporation  may  insure  persons  against  and  make  all 
and  every  insurance  connected  with  accidental  loss  of  life,  or  personal 
injury  sustained  by  accident  of  every  description,  on  such  terms  and 
conditions  and  for  such  periods  of  time,  and  confined  to  such  countries 
and  such  persons  as  shall  be  from  time  to  time  ordered  and  provided 
for  by  the  by-laws  of  said  corporation ; and  may  make  insurance  based 
upon  the  lives  of  persons,  and  may  make  contracts  upon  any  and  all 
conditions  appertaining  to  or  connected  with  life  risks ; and  suits  at  law 
may  be  maintained  by  any  stockholder  or  person  insured  by  said  com- 
pany against  said  corporation,  for  losses  or  injuries  insured  against  by 
said  company,  in  accordance  with  the  terms  of  the  contract  of  insurance 
and  the  form  of  the  policies  issued  by  said  company,  if  payment  shall  be 
withheld  for  more  than  thirty  days  after  the  same  shall  be  and  become 
payable  by  the  terms  of  the  policy  of  insurance  or  other  contract,  and 
after  said  corporation  shall  have  been  duly  notified  of  such  loss  or 
injury;  and  said  policies  of  insurance  and  all  other  contracts  of  said 
company  may  be  made  with  or  without  the  common  seal  of  said  com- 
pany, and  shall  be  binding  and  obligatory  on  said  corporation  accord- 
ing to  the  true  intent  and  meaning  of  such  policies  or  contracts.  No 
stockholder  shall  be  responsible  in  his  private  capacity  and  estate  for 
any  debt  or  liability  of  said  company,  but  in  case  of  a violation  of  the 
charter,  intentionally,  or  of  fraud,  the  person  guilty  thereof  shall  be  per- 
sonally liable  to  said  corporation,  or  to  the  assured,  as  the  case  may  be. 

Sec.  7.  To  carry  out  the  provisions  of  this  act,  and  to  organize  the 
said  corporation,  Jasper  H.  Bolton,  Stiles  D.  Sperry  and  E.  Thomas 
Lobdell  are  authorized  and  appointed  to  receive  subscriptions  to  the 
capital  stock  thereof,  and  the  first  instalment  thereon,  and  are  author- 
ized to  close  the  subscription  books  of  said  company  when  the  capital 
stock  shall  be  fully  subscribed,  or  in  case  that  said  capital  stock  shall 
be  over-subscribed,  to  distribute  and  apportion  the  same  among  the 
subscribers  as  the  said  persons  so  appointed  as  aforesaid  to  distribute 
may  deem  proper.  And  when  the  capital  stock  shall  have  been  sub- 
scribed for,  and  the  first  instalment  has  been  paid  thereon,  and  a notice 
published  in  some  newspaper  printed  in  Hartford  three  weeks  before 
the  time  of  meeting,  the  said  subscribers  may  meet  together  at  the  time 
and  place  named  in  said  notice,  and  adopt  such  by-laws,  rules  and  regu- 


HARTFORD  LIFE. 


107 


lations  as  may  be  necessary  and  convenient  for  commencing  and  car- 
rying on  business  under  this  act.  They  may  also  at  the  same  or  some 
subsequent  time,  choose  a board  of  directors  in  the  manner  hereinbefore 
provided,  who  shall  hold  their  offices,  with  all  the  powers  given  to  direc- 
tors by  this  act,  until  others  are  chosen  to  supply  their  places.  And 
when  the  by-laws  have  been  adopted,  and  the  directors  have  been  chosen 
as  aforesaid,  and  when  the  board  of  directors  shall  have  been  organized 
by  the  choice  of  a president  and  secretary,  the  said  corporation  may  ex- 
ercise all  the  powers  and  privileges  conferred  by  this  act. 

Sec.  8.  This  resolution  shall  take  effect  from  the  date  of  its  passage, 
and  may  be  altered,  amended  or  repealed  at  the  pleasure  of  the  general 
assembly.  

Amending  the  Charter  of  the  Hartford  Accident  Insurance 

Company. 

At  a General  Assembly  of  the  State  of  Connecticut,  holden  at  Hartford, 
in  said  State,  on  the  first  Wednesday  of  May,  in  the  year  of  our 
Lord,  one  thousand  eight  hundred  and  sixty-seven  : 

Upon  the  petition  of  the  Hartford  Accident  Insurance  Company,  of 
Hartford : 

[Resolved  by  this  Assembly :] — Sec.  i.  That  the  name  of  said  com- 
pany be,  and  the  same  hereby  is,  changed  to  that  of  the  Hartford  Life 
and  Accident  Insurance  Company. 

Sec.  2.  All  actions,  or  causes  of  actions,  suits  or  demands,  of  any 
and  every  kind ; and  all  the  rights,  duties  and  privileges ; and  all  the 
estate,  real,  personal,  or  mixed ; and  all  debts  due  to  and  from  said 
company,  under  the  name  of  the  “Hartford  Accident  Insurance  Com- 
pany/’ shall  be  and  remain  to  and  against  said  company,  by  the  name 
and  style  of  the  “Hartford  Life  and  Accident  Insurance  Company,” 
the  same  as  if  said  original  name  had  not  been  changed. 

Sec.  3.  The  capital  stock  of  said  company  existing  and  established 
under  the  name  of  the  “Hartford  Accident  Insurance  Company,”  as 
well  as  that  which  shall  be  created  hereafter  under  the  name  of  the 
“Hartford  Life  and  Accident  Insurance  Company,”  shall  be  held  sub- 
ject to  and  transferable  in  accordance  with  the  charter  and  by-laws  of 
said  company,  the  same  as  if  the  name  of  said  company  had  not  been 
changed.  And  the  subscribers  or  holders  of  said  capital  stock  shall 
make  payment  for  the  same  in  such  instalments,  and  at  such  times  and 
places  as  the  directors  shall  determine.  And  if  any  subscriber,  or  any 
holder  of  any  share  or  shares  of  said  capital  stock  shall  neglect  or  re- 
fuse to  pay  any  instalment  as  aforesaid,  or  shall  neglect  or  refuse  to 
secure  the  payment  of  any  unpaid  portion  of  his  stock  as  aforesaid,  for 


io8 


CHARTERS  OF  LIFE  INSURANCE  COMPANIES. 


the  space  of  thirty  days  after  the  same  shall  be  required  or  become  due., 
and  after  he  or  they  have  been  notified  thereof  in  accordance  with  the 
by-laws,  the  stock  of  such  negligent  stockholder  may  be  sold  by  the 
directors,  at  public  auction,  at  the  brokers’  board  in  the  city  of  Hart- 
ford, or  elsewhere,  as  the  directors  shall  elect;  and  of  any  such  sale 
notice  shall  be  given,  at  least  twenty  days  prior  to  the  sale,  by  one  or 
more  publications  in  some  newspaper  printed  in  Hartford ; and  the  pro- 
ceeds of  such  sale  shall  be  first  applied  in  payment  of  the  instalment  or 
instalments  called  for,  and  the  expenses  attending  the  sale,  and  the 
balance,  if  any,  shall  be  refunded  to  the  owner  of  said  stock ; and  such 
sale  shall  in  all  respects  entitle  the  purchaser  to  all  the  rights  of  a stock- 
holder, to  the  extent  of  the  shares  so  bought. 

Sec.  4.  Said  company  may  issue  policies  for  the  benefit  of,  and  pay- 
able to,  any  married  woman,  or  child  or  children ; and  any  contract  of 
insurance,  thus  issued,  by  whomsoever  the  same  may  have  been  pro- 
cured, shall  be,  to  the  extent  expressed  in  the  policy,  the  sole  and  sepa- 
rate estate  of  the  married  woman,  child  or  children,  to  whom  the  policy, 
by  its  terms,  shall  be  payable.  And  the  discharge  of  such  policies  by 
such  married  woman  or  her  assigns,  or  by  such  children  (or  their  guar- 
dians if  minors),  shall  be  a valid  discharge  of  the  same.  And  said  com- 
pany shall  be,  and  hereby  is  authorized  to  reinsure  any  and  all  risks 
taken  under  its  charter,  and  upon  such  conditions  as  may  be  prescribed 
or  approved  by  the  directors. 

Sec.  5.  Said  company  may  from  time  to  time  invest,  collect  and 
reinvest  the  whole  or  any  portion  of  its  capital  and  assets,  in  any  bonds 
or  stocks  of  the  United  States,  or  of  any  of  the  States  of  the  United 
States,  or  of  any  corporations  which  are  or  may  be  created  under  au- 
thority of  the  United  States  or  of  any  of  said  States ; or  in  notes  or 
bonds,  secured  by  mortgage  or  real  estate  or  otherwise ; as  shall  be  ap- 
proved by  the  directors  and  in  conformity  with  the  charter  and  by-laws 
of  said  company. 

Sec.  6.  It  shall  be  the  duty  of  said  company  to  reserve  out  of  its 
receipts  an  amount  sufficient  to  reinsure  all  its  outstanding  life  risks  of 
whatever  description,  other  than  mere  accident  risks,  said  amount  to  be 
computed  upon  an  assumption  of  mortality  at  the  rates  known  as  the 
Actuaries’  or  Combined  Experience  rates,  and  at  a rate  of  interest  of  not 
less  than  four  per  cent  nor  more  than  five  per  cent  per  annum,  as  the 
directors  shall  from  time  to  time  determine ; and  such  reserve  shall  be 
exempt  from  any  liability  for  losses  or  claims  arising  from  any  general 
accident  policy  or  contract  insuring  against  death  or  disability  caused 
by  accident;  and  no  dividend  or  interest  shall  be  paid  to  either  stock- 
holders or  policyholders  by  which  payment  said  reserve  would  be  re- 


HARTFORD  LIFE. 


109 


'duced  below  the  minimum  amount  required  by  the  provisions  hereof. 
Provided,  that  nothing  herein  shall  be  construed  to  exempt  the  capital 
stock  of  the  company  from  liability  for  all  its  contracts. 

Approved  May  22,  1867. 


Amending  the  Charter  of  the  Hartford  Life  and  Accident 
Insurance  Company. 

At  a General  Assembly  of  the  State  of  Connecticut,  holden  at  New 
Haven,  in  said  State,  on  the  first  Wednesday  of  May,  in  the  year  of 
our  Lord  one  thousand  eight  hundred  and  sixty-eight : 

Upon  the  petition  of  the  Hartford  Life  and  Accident  Insurance  Com- 
pany, of  Hartford : 

[Resolved  by  this  Assembly :] — Sec.  i.  That  the  name  of  said  com- 
pany, be,  and  the  same  hereby  is,  changed  to  that  of  the  Hartford  Life 
and  Annuity  Insurance  Company. 

Sec.  2.  All  actions  or  causes  of  actions,  suits  or  demands  of  any 
and  every  kind,  and  all  rights,  duties  and  privileges ; and  the  estate, 
real,  personal,  or  mixed,  and  all  debts  due  to  or  from  said  company 
under  the  name  of  the  “Hartford  Life  and  Accident  Insurance  Com- 
pany,” shall  be  and  remain  to  and  against  said  company,  by  the  name 
and  style  of  the  “Hartford  Life  and  Annuity  Insurance  Company/'  the 
same  as  if  their  said  name  had  not  been  changed. 

Sec.  3.  Said  company  are  authorized  and  empowered  to  grant  or 
purchase  annuities,  confer  endowments  and  make  contracts  upon  any 
and  all  conditions  appertaining  to  or  connected  with  life  risks,  an- 
nuities and  reversionary  interests  of  whatever  kind  or  nature. 

Sec.  4.  This  act  shall  take  effect  from  and  after  its  passage. 

Approved  June  17,  1868. 


Reduction  of  the  Capital  Stock  of  the  Hartford  Life  and 
Annuity  Insurance  Company. 

At  a General  Assembly  of  the  State  of  Connecticut,  holden  at  Hartford, 
in  said  State,  on  the  Wednesday  after  the  first  Monday,  in  Jan- 
uary, in  the  year  of  our  Lord  one  thousand  eight  hundred  and 
seventy-nine : 

f Resolved  by  this  Assembly:] — That  the  Hartford  Life  and  Annuity 
Insurance  Company,  Hartford,  Conn.,  be,  and  they  hereby  are,  author- 
ized to  reduce  their  capital  stock  from  the  sum  of  three  hundred  thou- 
sand dollars  to  an  amount  not  less  than  two  hundred  and  fifty  thousand 
dollars. 

Approved  February  27,  1879. 


no 


CHARTERS  OF  LIFE  INSURANCE  COMPANIES. 


Amending  the  Charter  of  the  Hartford  Life  and  Annuity- 
Insurance  Company. 

At  a General  Assembly  of  the  State  of  Connecticut,  holden  at  Hartford* 
in  said  State,  on  the  Wednesday  after  the  first  Monday  in  January, 
in  the  year  of  our  Lord  one  thousand  eight  hundred  and  eighty-two  : 
[Resolved  by  this  Assembly:] — That  Sec.  6 of  an  amendment  to  the 
charter  of  the  Hartford  Life  and  Annuity  Insurance  Company,  approved 
May  22,  1867,  shall  be  and  hereby  is  amended  to  read  as  follows : 

Sec.  6.  It  shall  be  the  duty  of  said  company  to  reserve  out  of  its 
receipts  an  amount  sufficient  to  reinsure  all  its  outstanding  life  risks  of 
whatever  description  other  than  mere  accident  risks,  and  other  than 
such  contracts  as  it  has  made  or  may  make  wherein  the  sum  payable 
upon  the  death  of  the  person  named  in  any  such  contract  is  made  con- 
tingent upon  an  assessment  collected  from  the  associated  holders  of 
such  contracts,  said  amount  to  be  computed  upon  an  assumption  of 
mortality  at  the  rates  known  as  the  Actuaries’  or  Combined  Experience 
rates,  and  at  a rate  of  interest  of  four  per  cent  per  annum,  and  such  re- 
serve shall  be  exempt  from  any  liability  for  losses  or  claims  arising 
from  any  general  accident  policy  or  contract  insuring  against  death  or 
disability  caused  by  accident,  and  no  dividend  or  interest  shall  be  paid 
to  either  stockholders  or  policyholders  by  which  payment  said  reserve 
would  be  reduced  below  the  minimum  amount  required  by  the  pro- 
visions hereof ; provided,  that  the  capital  stock  of  the  company  shall 
be  liable  for  all  of  its  contracts  without  exemption  by  reason  of  anything 
herein  contained. 

Approved  April  25,  1882. 


Name  Changed  to  Hartford  Life  Insurance  Company. 

At  a General  Assembly  of  the  State  of  Connecticut,  holden  at  Hartford, 
in  said  State,  on  the  Wednesday  after  the  first  Monday  in  Jan- 
uary, in  the  year  of  our  Lord  one  thousand  eight  hundred  and 
ninety-seven. 

[Resolved  by  this  Assembly :] — Sec.  i.  That  the  corporate  name  of 
the  Hartford  Life  and  Annuity  Insurance  Company,  a corporation  lo- 
cated and  doing  a life  insurance  business  in  Hartford,  in  this  State,  be 
and  the  same  is  hereby  changed  to  the  Hartford  Life  Insurance  Com- 
pany, by  which  name  it  shall  be  hereafter  known  and  called. 

Sec.  2.  All  contracts,  rights,  obligations,  property,  privileges  and 
franchises  of  the  said  Hartford  Life  and  Annuity  Insurance  Company 
shall  be  and  remain  unimpaired  and  vested  in  the  corporation  under  its 
new  name. 

Approved  March  3,  1897.  Adopted  May,  11,  1897. 


HARTFORD  LIFE. 


Ill 


Amendment. 

[Resolved  by  this  Assembly :\ — Sec.  i.  That  the  Hartford  Life 
Insurance  Company  is  hereby  authorized  to  insure  persons  against  loss 
of  time  and  expense  resulting  from  disease. 

Sec.  2.  This  resolution  shall  take  effect  when  approved  by  a ma- 
jority vote  of  the  stockholders  of  said  company,  and  a certified  copy  of 
said  vote  of  approval  shall  be  lodged  on  file  in  the  office  of  the  Secre- 
tary of  the  State. 

Approved  May  12,  1903. 


EXTRACTS  FROM  THE  BY-LAWS. 

Sec.  1.  The  number  of  directors  shall  not  be  less  than  seven,  nor  more  than 
seventeen,  and  shall,  from  time  to  time,  be  determined  by  the  stockholders  in 
annual  meeting  or  in  any  meeting  legally  convened  for  the  choice  of  directors ; 
and  the  directors  shall  have  full  power  to  exercise  all  the  corporate  powers  con- 
ferred upon  the  company  by  the  charter  and  any  amendments  thereof,  excepting 
as  shall  be  otherwise  determined  by  the  by-laws  or  resolutions  of  the  company. 

Sec.  3.  Three  directors  shall  constitute  a quorum  for  transacting  the  ordinary 
business  of  the  corporation,  but  in  purchasing  or  selling  real  estate  exceeding  in 
value  $5000,  and  in  making  loans  exceeding  $20,000,  not  less  than  a majority  of 
the  board  of  directors  shall  be  a quorum. 

Sec.  4.  The  directors  may  hold  board  meetings  at  such  times  as  they  shall 
themselves  determine ; and  the  president,  and,  in  his  absence,  the  vice-president, 
may  convene  the  board  whenever  it  shall  by  them  be  deemed  advisable. 

Sec.  6.  The  capital  stock  of  the  company  shall  be  transferred  only  at  the 
office  of  said  company,  on  the  books  of  the  company,  prepared  and  kept  for  that 
purpose,  and  in  every  transfer  of  stock  the  outstanding  certificate  shall  be  sur- 
rendered to  the  secretary,  except  in  case  of  loss,  when  a bond  of  indemnity  shall 
be  executed  to  the  satisfaction  of  the  board  of  directors. 

Sec.  7.  The  annual  meeting  of  this  corporation  shall  be  held  on  the  second 
Tuesday  in  May,  in  each  year  (in  accordance  with  the  provisions  of  the  charter). 

Sec.  8.  It  is  hereby  made  the  duty  of  the  president  and  directors  to  call 
special  meetings  of  the  stockholders,  upon  the  written  request  of  the  stockholders 
holding  a majority  of  the  stock;  and  to  give  notice  thereof  by  at  least  ten  days’ 
publication,  previous  to  such  meeting,  in  two  or  more  newspapers  printed  in 
Hartford,  such  call  and  notice  to  state  the  object  of  the  meeting. 

Sec.  9.  The  directors  are  hereby  empowered  and  instructed  in  behalf  of  the 
company,  from  time  to  time  to  regulate  and  to  prosecute,  in  all  respects  as  they 
shall  deem  best,  the  business  authorized  by  the  charter,  all  amendments  thereto, 
and  the  general  statutes  of  the  State  of  Connecticut,  to  the  full  extent  of  the 
powers  conferred  thereby  upon  this  corporation ; and  they  may  authorize  the 
president  and  secretary  to  appoint  under  the  seal  of  the  company  attorneys  to 
accept  service  upon  it,  agents  for  the  transaction  of  its  business,  and  local  boards 
for  advisory  purposes,  composed  of  holders  of  its  contracts. 

Sec.  10.  These  by-laws  may  be  altered,  amended,  or  repealed,  by  the  stock- 
holders, at  an  annual  meeting,  or  at  any  special  meeting  warned  for  that  purpose, 
by  a major  vote  of  the  stock  represented  at  such  meeting. 


1 1 2 


CHARTERS  OF  LIFE  INSURANCE  COMPANIES. 


HOME  LIFE  INSURANCE  COMPANY. 


Article  i.  Sec.  i.  [Name.] — The  name  of  the  company  shall  be 
the  “Home  Life  Insurance  Company.” 

Article  2.  Sec.  i.  [Location.] — The  company  shall  be  located, 
and  the  principal  office  for  the  transaction  of  its  business,  shall  be  in 
the  city  of  Brooklyn. 

Article  3.  Sec.  i.  [ Business  Undertaken.] — This  company  will 
undertake  to  make  insurance  on  the  lives  of  individuals,  and  every  in- 
surance pertaining  thereto,  or  connected  therewith,  and  to  grant,  pur- 
chase, or  dispose  of  annuities. 

Sec.  2.  [Profits.] — The  insurance  business  of  this  company  shall 
be  conducted  on  the  principle  of  giving  to  policyholders  an  interest  in 
the  profits  of  the  company,  as  is  hereinafter  provided,  unless  it  shall  be 
otherwise  agreed  between  the  company  and  the  insured. 

Sec.  3.  [Purchase  of  Policies.] — The  company  may  purchase,  for 
its  own  benefit,  any  policy  of  insurance  or  other  obligation  of  the  com- 
pany, growing  out  of  its  business,  and  also  any  claims  of  policyholders. 

Article  4.  Sec.  i.  [Powers,  How  Exercised.] — The  corporate 
powers  of  this  company  shall  be  vested  in  a board  of  directors,  and 
shall  be  exercised  by  such  board,  and  by  such  officers  and  agents  as 
they  may  appoint  and  empower.  The  board  of  directors  shall  consist 
of  not  less  than  twenty-four,  nor  more  than  forty  persons,  a majority 
of  whom  shall  be  citizens  of  the  State  of  New  York,  and  each  of  whom 
shall  hold  at  least  ten  shares  of  the  capital  stock  of  the  company. 

Sec.  2.  [Quorum.] — The  board  of  directors  shall  have  power  to 
provide  by  law  what  number  of  the  board  of  directors,  less  than  a ma- 
jority, but  not  less  than  seven,  shall  constitute  a quorum  of  the  board 
for  the  transaction  of  business,  and  until  the  board  shall  so  provide,  any 
number  not  less  than  seven  shall  constitute  such  quorum. 

Sec.  3.  [Rates.] — The  board  of  directors  shall  have  power  to  de- 
termine the  rates  of  premium  for  insurance,  and  the  amount  that  may 
be  insured  on  any  one  life,  and  they  shall  also  have  power  to  make  such 
by-laws,  rules  and  regulations  as  they  may  deem  suitable  and  neces- 
sary to  promote  the  interests  of  the  company,  and  not  inconsistent  with 
the  provisions  of  this  charter,  and  the  same  to  alter,  amend,  repeal  or 
add  to  at  pleasure ; provided,  however,  that  no  by-law  shall  be  altered 
or  repealed,  nor  shall  any  new  by-law  be  adopted,  except  by  a vote  of  a 


HOME  LIFE. 


113 

majority  of  the  directors,  nor  until  after  notice  of  any  proposed  altera- 
tion or  repeal  of  an  existing  by-law,  or  of  any  proposed  new  by-law, 
shall  have  been  given  in  writing  at  two  successive  meetings  of  the 
board  of  directors. 

Sec.  4.  [Directors.] — The  board  of  directors  shall  possess  and  ex- 
ercise all  other  powers  usually  vested  in  the  directors  or  trustees  of 
life  insurance  companies,  which  are  consistent  with  the  provisions  of 
this  charter,  and  with  the  laws  of  the  State  of  New  York. 

Sec.  5.  [Directors.] — The  board  of  directors  may  accept  and  ex- 
ercise any  additional  powers  and  privileges  which  any  life  insurance 
company  may  be  authorized  by  the  Legislature  of  the  State  of  New 
York  at  any  time  to  exercise. 

Article  5.  Sec.  i.  [First  Board  of  Directors.] — The  following- 
named  persons,  together  with  such  other  persons  as  they  shall  select, 
not  exceeding  forty  in  all,  shall  constitute  the  first  board  of  directors 
of  this  company,  viz. : William  H.  Cary,  Samuel  Perry,  Abiel  A.  Low, 
S.  E.  Howard,  Isaac  H.  Frothingham,  Harrold  Dollner,  J.  S.  T.  Stran- 
ahan,  Charles  A.  Townsend,  Walter  S.  Griffith,  H.  B.  Claflin,  Samuel 
Smith,  S.  B.  Chittenden,  Thomas  Messenger,  Theodore  Polhemus,  Jr., 
Henry  E.  Pierrepont,  James  E.  Southworth,  Abraham  B.  Baylis,  Czar 
Dunning,  Peter  C.  Cornell,  John  G.  Bergen,  John  Schenck,  Lewis 
Roberts,  John  D.  Cocks,  J.  Milton  Smith,  L.  B.  Wyman,  A.  B.  Cap- 
well,  James  Howe,  Nehemiah  Knight,  John  T.  Martin,  John  Sneden, 
George  A.  Jarvis,  Edward  A.  Lambert,  George  T.  Hope,  Moses  F. 
Odell,  John  Halsey,  C.  J.  Sprague,  who  shall  hold  their  offices  until 
others  shall  be  elected  in  their  places,  as  herein  provided. 

[Directors  Divided  into  Four  Classes.] — In  case  either  of  the  afore- 
said persons  shall  decline  or  be  ineligible  to  serve  as  a director,  the  re- 
maining directors,  acting  as  a board,  shall  have  power  to  fill  any  va- 
cancy or  vacancies  thus  created.  The  board  of  directors  shall  divide 
themselves  by  lot  into  four  equal  classes : the  term  of  the  first  class 
shall  be  one  year ; that  of  the  second  class,  two  years ; that  of  the  third 
class,  three  years,  and  that  of  the  fourth  class,  four  years,  and  there- 
after, there  shall  be  elected  annually  one-fourth  of  the  whole  number 
of  directors,  who  shall  hold  office  for  four  years.  In  the  case  of  a 
failure  to  elect  directors  at  any  annual  meeting  of  the  company,  the 
directors  whose  regular  term  of  office  does  not  then  expire  shall  have 
power,  acting  as  a board,  to  elect  directors  to  fill  the  vacancies  caused 
by  such  failure  to  elect,  and  in  case  of  any  vacancies  occurring  in  the 
board  at  any  time,  the  board  of  directors  shall  have  the  power  to  fill 
such  vacancies. 

Sec.  2.  [Notice  of  Election.] — Every  election  of  directors  shall  be 


CHARTERS  OF  LIFE  INSURANCE  COMPANIES. 


114 

held  at  the  office  of  the  company,  in  the  city  of  Brooklyn,  at  such  time 
in  the  month  of  March  of  each  year  as  the  board  shall  direct.  Notice 
of  every  such  election  shall  be  published  for  two  weeks  immediately 
preceding  the  day  of  election,  in  two  daily  newspapers  published  in 
the  city  of  Brooklyn.  All  such  elections  shall  be  by  ballot,  and  a 
plurality  of  votes  shall  elect. 

Sec.  3.  [Appointment  of  Inspectors.] — The  board  of  directors  shall 
appoint  three  inspectors  at  each  annual  election ; in  case  either  of  the 
persons  so  appointed  shall  decline  or  omit  to  serve,  the  president  of  the 
company  shall  have  power  to  appoint  others  to  supply  their  places. 

Sec.  4.  [Number  of  Directors.] — The  board  of  directors  may,  at 
the  meeting  next  preceding  any  annual  election  of  directors  (provided 
that  notice  was  given  and  entered  on  the  minutes  of  a previous  meet- 
ing of  the  board),  reduce  the  number  of  the  board  of  directors  to  not 
less  than  twenty-four,  and  they  may  also  in  like  manner,  after  notice  as 
aforesaid,  increase  the  number  to  not  more  than  forty ; in  such  case, 
one-fourth  of  the  board,  as  thus  reduced  or  increased,  shall  be  an- 
nually elected  in  the  manner  herein  prescribed  for  the  election  of  di- 
rectors. 

Sec.  5.  [Stockholders’  Votes.] — At  every  election  of  directors,  each 
stockholder  shall  be  entitled  to  vote  in  person,  or  by  proxy,  on  each 
share  of  stock  owned  and  held  by  him,  in  his  own  right,  for  not  less  than 
thirty  days  previous  to  such  election ; and  any  person  insured  for  life, 
paying  to  the  company  a premium  of  at  least  eighty  dollars  per  annum, 
shall  be  entitled  to  one  vote,  but  such  vote  shall  be  given  personally 
and  not  by  proxy. 

Sec.  6.  [Officers.] — The  board  of  directors  shall,  at  their  first  meet- 
ing, and  thereafter  at  the  first  meeting  of  the  board  after  each  annual 
election  of  directors,  elect  one  of  their  number  president,  who  shall 
hold  office  one  year,  and  until  the  election  of  his  successor ; they  may 
also  elect  one  of  their  number  vice-president,  if  they  shall  at  any  time 
deem  it  expedient,  and  they  may  elect  a president  pro  tempore  at  any 
time  when  the  president  and  vice-president  are  absent  or  unable  to  act. 

Sec.  7.  [Secretary.] — The  board  of  directors  shall  have  the  power 
to  appoint  a secretary,  and  such  other  officers,  clerks  and  agents,  as 
they  shall  deem  necessary  for  the  business  of  the  company,  and  to  re- 
move the  same  at  pleasure. 

Article  6.  Sec.  i.  [Capital.] — The  capital  stock  of  the  company 
shall  be  one  hundred  and  twenty-five  thousand  dollars,  which  shall  be 
divided  into  shares  of  one  hundred  dollars  each.  The  stock  shall  be 
transferable  only  on  the  books  of  the  company  in  the  manner  which  the 
board  shall  prescribe. 


HOME  LIFE. 


Sec.  2.  [Dividends .] — The  holders  of  the  capital  stock  shall  be  en- 
titled to  receive,  semi-annually,  six  per  cent  on  the  amount  of  stock 
held  by  them  respectively ; but  beyond  the  amount  of  their  capital 
stock,  and  the  semi-annual  payment  of  six  per  cent  thereon  as  afore- 
said, they  shall  not  share  in  the  funds  or  profits  of  the  company,  ex- 
cept as  they  may  be  entitled  as  policyholders,  and  then  equally  with  the 
other  holders  of  policies  in  said  company. 

Sec.  3.  [Subscriptions.] — Isaac  H.  Frothingham,  Walter  S.  Grif- 
fith and  A.  B.  Capwell,  are  hereby  appointed  commissioners  to  open 
books  for  subscriptions  to  the  capital  stock  of  the  company.  They  shall 
give  at  least  three  days’  notice,  by  advertisement  in  two  daily  papers 
published  in  the  city  of  Brooklyn,  of  the  time  when  and  the  place  where 
such  books  will  be  opened;  and  they  shall  keep  the  books  open  until 
the  full  amount  of  one  hundred  and  twenty-five  thousand  dollars  is 
subscribed.  Two  of  such  commissioners  shall  constitute  a quorum. 

Article  7.  Sec.  i.  [Objects  and  Purposes.] — The  board  of  di- 
rectors shall  cause  a statement  of  the  affairs  of  the  company  to  be  made 
annually,  which  shall  exhibit  the  amount  of  the  surplus  or  net  profits 
of  the  company,  after  reserving  a sum  sufficient  to  provide  for  all  its 
liabilities.  The  net  profits  so  ascertained  shall  be  apportioned  to  the 
holders  of  policies  who  may  be  entitled  to  participate  in  the  profits,  ac- 
cording to  their  respective  contributions  thereto. 

Sec.  2.  [Loans  on  Policies.] — The  board  of  directors  may  lend  to 
the  holders  of  the  policies  of  the  said  company,  hereafter  issued,  a 
sum  not  exceeding  one-third  of  the  annual  premium  on  their  policies 
respectively,  for  the  payment  of  which,  according  to  the  terms  of  each 
loan,  the  policy  and  all  profits  accruing  thereon  shall  be  pledged,  and 
shall  invest  all  other  funds  and  accumulations  as  is  now  or  may  here- 
after be  prescribed  by  law. 

Sec.  3.  [Examination  of  Books.] — Any  director  may  examine  any 
books  or  vouchers  belonging  to  the  said  company  at  any  time  during 

office  hours. 

Sec.  4.  [Finance  Committee.] — The  finance  committee  of  the  com- 
pany shall  consist  of  the  president  and  four  other  directors,  under 
whose  supervision  all  investments  of  the  funds  shall  be  made.  No  loan 
or  investment  shall  be  made  except  the  same  shall  be  authorized  by  the 
vote  of  a majority  of  said  committee,  at  a meeting  thereof. 

Sec.  5.  [Fiscal  Year.] — The  fiscal  year  of  the  company  shall  com- 
mence on  the  first  day  of  May  in  each  year. 


Il6  CHARTERS  OF  LIFE  INSURANCE  COMPANIES. 

Amendment. 

[Number  of  Directors  Reduced.] 

In  pursuance  of  the  provisions  of  chapter  183  of  the  laws  of  1877, 
as  amended  by  the  laws  of  1881,  chapter  583,  of  the  State  of  New 
York.  Sec.  i.  The  Home  Life  Insurance  Company,  at  a duly  called 
meeting  of  its  board  of  directors,  held  on  the  21st  day  of  April,  1884, 
passed  the  following  resolution  : 

Resolved,  That  the  charter  of  the  Home  Life  Insurance  Company  be 
altered  and  amended  by  changing  the  first  section  of  the  Article  4 
thereof,  so  that  it  shall  read  as  follows : 

Sec.  1.  The  corporate  powers  of  this  company  shall  be  vested  in  a 
board  of  directors,  and  shall  be  exercised  by  such  board,  and  by  such 
officers  and  agents  as  they  may  appoint  and  empower. 

The  board  of  directors  shall  consist  of  not  less  than  thirteen  nor 
more  than  twenty-three  persons,  a majority  of  whom  shall  be  citizens 
of  the  State  of  New  York,  and  each  of  whom  shall  hold  at  least  ten 
shares  of  the  capital  stock  of  the  company. 


EXTRACTS  FROM  THE  BY-LAWS. 

Article  i.  Annual  Election.  Sec.  i. — The  election  of  directors  of  this  com- 
pany shall  be  held  annually  on  the  first  Wednesday  of  March,  and  the  polls  shall 
be  open  for  such  length  of  time  as  the  directors  may  appoint.  Notice  thereof 
shall  be  published  for  two  weeks,  next  preceding  the  day  of  election,  in  two  daily 
newspapers,  published  in  the  city  of  Brooklyn. 

Sec.  2.  Three  inspectors  of  the  annual  election  shall  be  appointed  by  the 
board  of  directors  at  their  regular  meeting  next  preceding  the  day  of  election. 

Sec.  3.  When  any  election  of  directors  of  the  company  shall  be  held  by  the 
board  of  directors  to  fill  vacancies,  it  shall  be  necessary  that  nominations  for 
such  vacancies  shall  be  offered  at  a meeting  of  the  board  held  not  less  than  thirty 
days  previous  to  such  election. 

Article  2.  Meetings  of  the  Board.  Sec.  i. — The  directors  shall  hold  their 
regular  meetings  at  the  office  of  the  company  in  the  city  of  Brooklyn,  or  at  the 
company’s  building,  in  the  city  of  New  York,  if  so  stated  in  the  notice  of  meeting, 
on  the  third  Monday  of  January,  April,  July  and  October.  Seven  members  shall 
constitute  a quorum  of  the  board  for  the  transaction  of  business. 

Sec.  2.  Special  meetings  of  the  board  may  be  called  by  the  president,  and  it 
shall  be  his  duty  to  call  a meeting  at  any  time  when  requested  by  three  directors. 
Such  request  shall  be  in  writing,  and  shall  state  the  purpose  and  object  of  such 
meeting. 

Article  3.  Officers,  Etc.  Sec.  i. — The  board  shall  annually  elect  one  of  their 
number  to  be  president.  They  may  also,  if  a majority  of  the  whole  board  shall 
deem  it  expedient,  elect  one  of  their  number  to  be  vice-president.  They  shall 
also  elect  a secretary,  and  they  may  appoint  an  actuary,  or  a consulting  actuary, 
one  or  more  physicians,  a counsel,  and  such  other  officers,  clerks  and  servants 
as  the  interests  of  the  company  may  seem  to  require.  In  the  absence  of  the 
president,  the  vice-president  shall  perform  the  duties  of  the  president,  and  in 


HOME  LIFE. 


117 

case  of  the  absence  of  both  the  president  and  vice-president  or  in  case  of  their 
inability  to  act,  the  board  may  appoint  from  their  number  a president  pro- 
tempore. 

Article  5.  Committees.  Sec.  i. — The  following  standing  committees  shall 
annually  be  elected  by  the  board,  and  shall  hold  office  for  one  year,  and  until  the 
election  of  their  successors,  viz. : 

1.  A11  executive  committe,  to  consist  of  the  president  and  six  directors. 

2.  A finance  committee,  to  consist  of  the  president  and  four  directors. 

3.  An  auditing  committee,  to  consist  of  three  directors. 

A majority  of  any  committee  shall  constitute  a quorum.  Regular  minutes 
shall  be  kept  of  the  proceedings  of  all  standing  and  special  committees,  which 
shall  be  submitted  to  the  board  at  each  stated  meeting,  or  at  any  other  time  when 
they  shall  direct. 

All  committee  business  shall  be  transacted  at  a meeting  called  for  the  purpose. 

Sec.  2.  The  executive  committee  shall  exercise  a supervisory  control  over  the 
interests  of  the  company  in  the  absence  of  the  board  of  directors.  They  shall 
supervise  the  appointment  and  removal  of  agents.  They  shall,  in  all  emergen- 
cies, advise  and  direct  the  officers  as  to  the  course  to  be  pursued.  They  shall 
have  power  to  investigate  and  decide  on  all  claims  against  the  company  for 
losses,  and  recommend  the  amount  to  be  paid  by  the  finance  committee. 

Sec.  3.  It  shall  be  the  duty  of  the  finance  committee  to  invest  the  funds  of 
the  company,  and  to  sell,  transfer  and  change  such  investments,  or  collect  the 
money  due  thereon.  They  shall  consider  and  recommend  to  the  board  the  sala- 
ries or  compensation  to  be  paid  to  the  respective  officers  of  the  company.  They 
shall  also  examine  and  report  to  the  board  on  the  expenses  of  the  company  when 
required.  They  shall  certify  the  annual  statement  to  be  made  to  the  board 
previous  to  declaring  the  amount  of  profits  earned. 

Sec.  4.  It  shall  be  the  duty  of  the  auditing  committee  to  examine  the  books 
and  assets  of  the  company  at  least  once  in  each  year,  and  to  certify  the  facts  fi> 
the  board  of  directors  as  they  find  them ; they  may  also  make  examination  of 
the  books  and  assets  at  any  time  in  their  discretion. 

Article  6.  Insurance.  Sec.  i. — No  risk  shall  be  taken  on  a single  life  for 
more  than  $25,000,  together  with  such  assurance  as  may  be  added  thereto  from 
the  application  of  dividends  or  under  the  return-premium  form  of  policy. 

Sec.  2.  All  claims  for  insurance  shall  be  paid  upon  receipt  of  satisfactory 
evidence  of  claim,  first  deducting  therefrom  all  indebtedness  to  the  company. 

Article  7.  Annual  Statement  and  Dividend.  Sec.  i. — A full  statement  of 
the  affairs  and  business  of  the  company  shall  be  made  at  the  January  meeting 
of  the  board  in  each  year. 

Sec.  2.  The  annual  division  of  the  surplus  profits  to  policyholders  shall  be 
declared  at  the  April  meeting  of  the  board. 

Article  8.  Amendments  or  Alterations.  Sec.  i. — These  by-laws  may  be 
altered  or  amended  in  the  manner  prescribed  in  the  charter  of  this  company. 


n8 


CHARTERS  OF  LIFE  INSURANCE  COMPANIES. 


INTERSTATE  LIFE  ASSURANCE  COMPANY  OF  INDIAN- 
APOLIS, IND. 


The  above  named  company  was  incorporated  June  19,  1897,  under 
the  Indiana  mutual  law  of  1852.  It  was  reincorporated  in  January, 
1900,  under  the  State  law  passed  in  February,  1899.  This  law  requires 
a mutual  company  to  maintain  a reserve,  its  policies  being  valued  prior 
to  1904  according  to  the  Combined  Experience  Table  and  interest  at 
four  per  cent,  and  subsequently  thereto  according  to  the  American 
Experience  Table  and  interest  at  three  and  one-half  per  cent.  No 
special  charters  are  issued,  but  companies  must  comply  with  the 
law  in  all  respects.  The  full  text  of  the  law  is  given  on  page  393 
printed  herewith. 


JOHN  HANCOCK  MUTUAL  LIFE. 


I IQ 


JOHN  HANCOCK  MUTUAL  LIFE  INSURANCE  COMPANY. 


Commonwealth  of  Massachusetts,  in  the  year  one  thousand  eight  hun- 
dred and  sixty-two.  An  act  to  incorporate  the  John  Hancock 
Mutual  Life  Insurance  Company.  Be  it  enacted  by  the  Senate  and 
House  of  Representatives  in  General  Court  assembled,  and  by  the 
authority  of  the  same,  as  follows : 

Nathaniel  Harris,  James  P.  Thorndike,  Gerry  W.  Cochrane,  their 
associates  and  successors,  are  hereby  made  a corporation  by  the  name 
of  the  “John  Hancock  Mutual  Life  Insurance  Company,”  to  be  estab- 
lished and  located  in  the  city  of  Boston,  for  the  purpose  of  making 
insurance  upon  lives;  with  all  the  powers  and  privileges,  and  subject  to 
the  duties,  liabilities  and  restrictions  set  forth  in  so  much  of  the  fifty- 
eighth  chapter  of  the  general  statutes  as  relates  to  mutual  life  insurance 
companies,  and  all  other  acts  which  are  or  may  be  in  force  relative 
to  such  companies. 

House  of  Representatives,  April  18,  1862.  Passed  to  be  enacted. 

ALEX  H.  BULLOCK,  Speaker. 

In  Senate,  April  19,  1862.  Passed  to  be  enacted. 

JOHN  H.  CLIFFORD,  President. 

Approved  April  21,  1862.  JOHN  A.  ANDREW. 


BY-LAWS. 

Sec.  1.  Annual  Meetings. — The  annual  meeting  of  the  company  shall  be  held 
at  its  home  office,  on  the  second  Monday  of  February,  in  each  year,  at  twelve 
o’clock,  noon. 

Sec.  2.  Special  Meetings. — Special  meetings  of  the  company  may  be  called  by 
vote  or  written  request  of  three-quarters  of  the  directors,  and  the  secretary  shall 
give  notice  thereof,  by  advertisement  in  some  daily  newspaper,  published  in  Bos- 
ton, at  least  seven  days  before  the  meeting. 

Sec.  3.  Quorum  of  Directors. — Ten  members  shall  constitute  a quorum  at 
any  meeting  of  the  company,  but  policyholders  in  arrears  of  premiums  at  the 
hour  of  meeting  shall  not  be  entitled  to  vote  or  to  be  recognized  as  members. 

Sec.  4.  Examining  Committee. — At  each  annual  meeting  there  shall  be  held 
an  election  for  three  directors  who  shall  hold  office  for  the  term  of  four  years, 
and  if  the  meeting  deems  it  expedient,  there  may  be  chosen  an  examining  com- 
mittee of  three  policyholders,  only  one  member  of  which  shall  be  a member  in  two 
successive  years,  which  committee,  if  chosen,  shall  meet  at  the  home  office  of  the 
company  in  the  month  of  January  following  the  election,  and  make  a thorough 
examination  of  the  affairs  of  the  company,  obtaining  at  the  expense  of  the  com- 
pany such  actuarial  or  other  aid  as  may  be  needful,  and  reporting  the  result  of 
the  examination  at  the  annual  meeting  next  ensuing.  Any  vacancy  in  the  ex- 
amining committee  may  be  filled  by  the  directors. 


120 


CHARTERS  OF  LIFE  INSURANCE  COMPANIES. 


Sec.  5.  Eligibility  to  Directorate. — No  person  shall  be  eligible  as  a director 
unless  he  be  insured  in  the  company  to  the  amount  of  not  less  than  one  thousand 
dollars,  is  a citizen  of  Massachusetts,  and  shall  have  been  nominated  by  two  or 
more  members,  by  writing  filed  with  the  secretary  at  least  thirty  days  before  the 
meeting  at  which  the  election  is  held.  A three-quarters  vote  of  qualified  mem- 
bers voting  shall  be  necessary  to  elect. 

Sec.  6.  Directors  to  Manage  Company. — The  directors  shall  have  the  control 
and  management  of  the  business  and  affairs  of  the  company,  and  the  distribution 
of  its  surplus  funds ; they  shall  present  a report  at  every  annual  meeting,  with  a 
full  statement  of  the  condition  of  the  company,  its  assets  and  liabilities.  They 
shall  meet  on  the  day  after  the  annual  meeting,  and  at  such  meeting,  or  some 
adjournment  thereof,  choose  by  ballot  from  their  own  number,  a president,  first 
and  second  and  third  vice-presidents  and  a committee  of  finance,  consisting  of 
three  members ; and  they  may  also  at  this  meeting  or  any  regular  monthly  meet- 
ing elect  a secretary,  treasurer,  and  such  other  officers  as  they  shall  deem  proper ; 
they  may  fix  the  compensation  and  define  the  duties  of  all  the  officers,  and  remove 
them,  or  any  of  them  at  any  time. 

Sec.  7.  Ineligibility  of  Interested  Persons. — No  person  shall  be  eligible  as  an 
elective  or  appointed  officer  who  has  any  interest  in  commissions  on  premiums 
payable  to  the  company. 

Sec.  8.  Vacancies  in  the  Board. — Each  officer  elected  by  the  directors  shall, 
unless  removed,  hold  office  until  the  next  annual  meeting,  and  until  a successor 
is  elected.  Vacancies  in  the  board  of  directors,  occurring  in  any  manner,  whether 
by  failure  to  elect  or  otherwise,  may  be  filled  by  the  directors. 

Sec.  9.  Meeting  of  Directors. — Regular  meetings  of  the  directors  shall  be 
held  on  the  second  Monday  of  each  month ; special  meetings  may  be  called  by  the 
president  or  any  two  directors ; written  or  printed  notices  of  all  meetings  shall 
be  sent  to  the  directors  by  mail,  post-paid,  or  personal  delivery,  by  the  secretary. 
Five  members  shall  constitute  a quorum  for  the  transaction  of  business. 

Sec.  11.  Officers  to  Give  Bonds. — The  president,  vice-presidents,  secretary  and 
assistant  secretaries,  treasurer  and  assistant  treasurer,  shall  each  give  bond,  with 
sufficient  sureties,  in  such  sums  as  the  directors  may,  from  time  to  tirrte,  determine, 
for  the  faithful  performance  of  the  duties  of  their  respective  offices.  The  com- 
mittee of  finance  shall  approve  these  bonds,  and  examine  them  in  the  month  of 
March  in  each  year,  and  the  directors  may  require  new  bonds  whenever  they 
shall  see  fit.  The  bonds  of  the  president  and  vice-presidents  shall  be  in  custody 
of  the  chairman  of  the  committee  of  finance,  those  of  the  secretary  and  treasury 
departments  shall  be  kept  by  the  president. 

Sec.  12.  Who  may  Sign  Checks. — Checks  shall  be  signed  by  the  president  or 
one  of  the  vice-presidents  and  by  the  treasurer  or  assistant  treasurer,  or  by  one 
of  the  committee  of  finance,  in  place  of  any  one  of  said  officers.  All  legal  or 
other  instruments  shall  be  executed,  and  when  it  is  requisite,  acknowledged  or 
made  oath  to,  in  such  manner  as  the  directors  shall,  from  time  to  time,  determine. 

Sec.  13.  Limit  of  Risk. — No  risk  shall  be  taken  on  any  one  life  for  a greater 
amount  than  twenty-five  thousand  dollars,  without  a special  vote  of  the  directors. 

Sec.  14.  Alteration  of  By-Laws. — These  by-laws  may  be,  by  a three-quarters 
vote,  altered,  amended  or  added  to  at  any  meeting  of  the  company,  provided,  that 
a copy  of  the  proposed  changes  be  placed  before  the  directors  in  writing  at  least 
thirty  days  before  such  meeting,  but  no  changes  shall  effect  the  tenure  of  office 
of  any  officer  chosen  prior  thereto. 


THE  LIFE  INSURANCE  COMPANY  OF  VIRGINIA. 


I 2 1 


THE  LIFE  INSURANCE  COMPANY  OF  VIRGINIA. 


Laws  of  Virginia.  Chapter  159. 

An  Act  to  incorporate  The  Life  Insurance  Company  of  Virginia. 

Approved  March  21,  1871. 

Sec.  1.  Be  it  enacted  by  the  General  Assembly  of  Virginia,  that 
A.  G.  Mcllwaine,  D’Arcy  Paul,  David  B.  Tennant,  Robert  B.  Bolling, 
Wm.  Cameron,  W111.  R.  Mallory,  John  Arrington,  John  Mann,  R.  G. 
Pegram,  Robert  H.  Mann,  Reuben  Ragland,  T.  T.  Brooks,  Wm.  R. 
Johnson,  Robert  D.  Mcllwaine,  S.  W.  Venable,  Dr.  Thomas  Withers, 
S.  A.  Plummer,  George  Cameron,  J.  C.  Riddle,  C.  W.  Spicer,  Wm.  A. 
Bragg,  Dr.  James  Dunn,  Dr.  D.  W.  Lassiter,  Samuel  B.  Paul,  H.  L. 
Plummer,  George  H.  Davis,  J.  C.  Drake,  David  Callendar,  A.  A.  Allen, 
Bartlett  Roper,  J.  P.  Williamson,  J.  M.  West,  C.  Baker  Raine,  Robert 
Harrison,  Jr.,  Robert  A.  Martin,  and  all  other  persons  who  shall  here- 
after become  stockholders  in  the  company  hereby  incorporated,  are 
hereby  created  a body  politic  and  corporate  by  the  name  and  style  of 
The  Life  Insurance  Company  of  Virginia,  for  the  purpose  of  carrying 
on  the  business  of  insurance  on  lives,  and  to  make  all  and  every  insur- 
ance appertaining  thereto  or  connected  therewith;  to  cause  themselves 
to  be  reinsured ; to  grant  endowments ; to  grant,  purchase,  or  dispose  of 
annuities,  and  to  contract  for  reversionary  payments  ; and  shall  and  may 
have  perpetual  succession,  and  shall  be  capable  in  law  of  contracting 
and  being  contracted  with,  and  of  suing  and  being  sued,  pleading  and 
being  impleaded,  either  in  law  or  equity,  in  all  the  courts  of  record  in 
this  State  or  elsewhere,  and  they  and  their  successors  shall  and  may 
have  a common  seal,  and  may  change  the  same  at  their  will  and 
pleasure,  and  may  also,  from  time  to  time,  ordain  and  establish  such 
by-laws,  ordinances  and  regulations,  the  same  not  being  inconsistent 
with  the  laws  of  the  State  and  of  the  United  States,  as  may  appear  to 
them  necessary  or  expedient  for  the  management  of  said  corporation, 
its  business,  and  affairs,  and  may,  from  time  to  time,  alter,  amend,  or 
repeal  the  same,  or  any  of  them. 

Sec.  2.  And  be  it  further  enacted,  that  the  capital  stock  of  said 
company  shall  not  be  less  than  two  hundred  thousand  dollars,  divided 
into  shares  of  one  hundred  dollars  each,  with  the  privilege  to  increase 
the  same,  from  time  to  time,  by  a vote  of  the  stockholders  at  any  annual 
or  special  meeting ; and  should  the  capital  stock  at  any  time  be  in- 


122 


CHARTERS  OF  LIFE  INSURANCE  COMPANIES. 


creased,  the  stockholders,  at  the  time  of  such  increase,  shall  be  en- 
titled to  a pro  rata  share  of  such  increase  upon  the  payment  of  the  par 
value  of  the  same. 

Sec.  3.  When  the  said  capital  stock  of  two  hundred  thousand  dol- 
lars .is  subscribed,  the  company  shall  be  organized,  and  the  persons 
named  in  Sec.  1,  or  such  of  them  as  become  subscribers  to  the  capital 
stock,  shall  be  directors,  of  whom  A.  G.  Mcllwaine  shall  be  president, 
and  D’Arcv  Paul  and  D.  B.  Tennant  shall  be  vice-presidents.  Said 
officers  and  directors  shall  continue  until  the  second  day  of  April, 
eighteen  hundred  and  seventy-two,  or  until  their  successors  are  elected. 
In  case  of  a vacancy  from  any  cause,  the  remaining  directors  may  fill 
said  vacancy  until  a meeting  of  the  stockholders. 

Sec.  4.  The  capital  stock  subscribed  shall  be  payable  by  each  sub- 
scriber, at  such  time  or  times,  and  in  such  proportion  as  it  may  be 
called  for  by  the  president  and  directors ; and  if  any  such  subscriber 
shall  fail  to  pay  the  sum  so  called  for,  upon  every  share  so  held,  within 
twenty  days  after  the  same  has  been  so  called  for,  then  the  said  amount 
may  be  recovered  by  motion,  upon  twenty  days’  notice  in  writing,  in 
any  court  of  record  in  the  city  of  Petersburg,  or  place  of  residence  of 
the  holder  of  the  stock,  at  the  option  of  said  company:  Provided,  that 
before  said  company  commences  active  business,  the  president  and  di- 
rectors shall  require  of  the  subscribers  to  the  capital  stock,  ample 
security  for  the  amount  subscribed  by  them  respectively,  not  called 
for  in  cash. 

Sec.  5.  The  affairs  of  said  company  shall  be  managed  by  the  presi- 
dent and  directors,  five  of  whom  shall  constitute  a quorum.  They  shall 
appoint  such  officers  and  clerks  as  they  may  find  necessary,  to  conduct 
the  business  of  the  company,  and  allow  them  suitable  compensation; 
all  of  whom  shall  hold  their  places  during  the  pleasure  of  said  board. 
They  shall  have  power  also  to  appoint  agents  in  any  part  of  the  State 
or  elsewhere,  and  at  their  discretion,  may  take  from  them,  bond  with 
security,  conditioned  for  the  faithful  discharge  of  their  duties,  such 
agents  being  removable  at  the  pleasure  of  the  president,  subject  to  the 
approval  of  the  board.  The  said  board  of  directors  shall  allow  to  the 
president  a reasonable  compensation  for  his  services. 

Sec.  6.  The  board  of  directors  shall  elect  two  of  their  number, 
who,  together  with  the  president  and  the  two  vice-presidents,  shall 
constitute  a finance  committee ; and  four  of  their  number,  who,  together 
with  the  president,  shall  constitute  an  executive  committee.  When  the 
board  of  directors  are  not  in  session,  the  executive  committee  may  ex- 
ercise all  the  powers  vested  in  the  company  (except  as  shall  be  other- 
wise provided  by  the  board  of  directors,  or  the  by-laws,  ordinances  or 


THE  LIFE  INSURANCE  COMPANY  OF  VIRGINIA. 


123 


regulations  of  the  company),  a majority  of  whom  may  constitute  a 
quorum  to  do  business. 

Sec.  7.  Any  policy  of  insurance  issued  by  the  Life  Insurance  Com- 
pany of  Virginia,  on  the  life  of  any  person,  expressed  to  be  for  the 
benefit  of  any  married  woman,  whether  the  same  be  effected  originally 
by  herself  or  her  husband,  or  by  any  other  person,  or  whether  the 
premiums  thereafter  be  paid  by  herself  or  her  husband  or  any  other 
person  as  aforesaid,  shall  inure  for  her  sole  and  separate  use  and 
benefit,  and  that  of  her  or  her  husband’s  children,  if  any,  as  may  be 
expressed  in  said  policy,  and  shall  be  held  by  her,  free  from  the  control 
or  claim  of  her  husband  or  his  creditors,  or  of  the  person  effecting  the 
same  and  his  creditors. 

Sec.  8.  That  it  shall  be  lawful  for  said  corporation  to  purchase, 
hold  and  convey  real  estate  as  follows : 

First.  Such  as  shall  be  requisite  for  its  immediate  accommodation 
in  the  convenient  transaction  of  its  business ; or, 

Second.  Such  as  shall  have  been  mortgaged  to  it  in  good  faith,  by 
way  of  security,  for  loans  previously  contracted,  for  moneys  due ; or, 
Third.  Such  as  shall  have  been  purchased  at  sales  upon  judgments, 
decrees,  or  mortgages,  obtained  or  made  for  such  debts ; or, 

Fourth.  Such  as  shall  have  been  conveyed  to  it  in  satisfaction  of 
debts  previously  contracted  in  the  course  of  its  dealings. 

The  said  corporation  shall  not  purchase,  hold,  or  convey  real  estate 
in  any  other  case,  or  for  any  other  purpose ; and  all  such  real  estate  as 
shall  not  be  necessary  for  the  accommodation  of  said  company,  in  the 
convenient  transaction  of  its  business,  shall  be  sold  and  disposed  of 
within  six  years  after  the  said  company  shall  have  acquired  title  to  the 
same,  and  it  shall  not  be  lawful  for  the  said  company  to  hold  such  real 
estate  for  a longer  period  than  that  above  mentioned. 

Sec.  9.  That  the  president,  under  the  supervision  of  the  finance 
committee,  shall  have  power  to  invest  the  capital  stock  and  accumu- 
lated profits,  or  surplus  funds  of  the  said  company,  in  such  manner  as 
they  may  deem  best  for  the  interest  of  the  company;  but  the  stock- 
holders of  this  company  shall  not  be  liable  for  any  loss,  damage,  or 
responsibility,  beyond  the  amount  of  stock  subscribed  by  them  re- 
spectively, and  any  profits  accruing  therefrom  and  undivided ; and  the 
premium  reserve  or  reinsurance  fund  shall  be  invested  in  or  loaned  out 
upon  the  following  securities  and  no  other : 

First.  The  real  estate  as  herein  described. 

Second.  Bonds  or  negotiable  paper,  secured  by  mortgage  or  deeds 
of  trust  on  unencumbered  real  estate,  worth,  in  each  case,  at  least 
double  the  amount  loaned. 


124 


CHARTERS  OF  LIFE  INSURANCE  COMPANIES. 


Third.  Stocks  of  the  United  States  of  America. 

Fourth.  Stocks  of  the  several  States,  and  of  incorporated  cities 
therein. 

Fifth.  Bonds  of  any  incorporated  company. 

Sec.  io.  All  checks,  drafts,  policies,  or  contracts,  shall  be  signed 
by  the  president,  and  in  his  absence,  by  any  one  of  the  vice-presidents, 
and  countersigned  by  such  officers  as  the  board  may  empower. 

Sec.  ii.  The  directors  of  the  company  shall  be  elected  annually  by 
the  stockholders,  on  the  first  Tuesday  in  April,  and  they  shall  elect 
from  their  number,  at  the  first  meeting  of  the  board  after  their  election, 
a president,  and  two  vice-presidents,,  and  shall  have  power  to  appoint 
such  officers,  clerks,  and  agents  as  the  business  of  the  company  may 
require ; to  appoint  the  finance  and  executive  committees ; and  to  fill 
vacancies  occasioned  by  death  or  resignation  in  the  board.  All  elec- 
tions for  directors  shall  be  by  ballot,  and  every  stockholder  shall  be 
entitled  to  one  vote  for  each  share  of  the  stock  held  by  him,  but  no 
person  shall  be  eligible  as  director  who  is  not  a stockholder  to  the 
amount  of  twenty  shares.  The  annual  meeting  of  the  company  for 
the  election  of  directors  shall  be  held  in  the  city  of  Petersburg,  where 
the  chief  office  of  the  said  company  shall  be  located,  on  the  first  Tues- 
day in  April  of  each  year  after  this,  and  at  such  place  as  the  directors 
may  appoint,  ten  days’  previous  notice  of  such  meeting  having  been 
given,  by  advertisement  in  one  or  more  of  the  newspapers  published  in 
the  city  of  Petersburg. 

Sec.  12.  That  the  directors  shall  have  power  to  declare  such  divi- 
dends of  the  profits  of  the  company  as  they  may  deem  proper,  which 
said  dividends  shall  be  apportioned  between  the  stockholders  and  such 
classes  of  policyholders  as  the  directors  may,  by  contract,  entitle  to 
share  in  said  dividends,  in  such  proportion,  and  in  such  manner  as  may 
be  determined  by  the  by-laws  of  the  company;  provided,  that  no  divi- 
dend shall  be  declared  when  the  capital  stock  would  be  impaired 
thereby. 

Sec.  13.  All  policies  of  insurance,  and  other  contracts  made  by  the 
company,  signed  by  the  president  or  officer  temporarily  acting  in  his 
place,  and  countersigned  by  such  officer  as  the  board  may  empower, 
shall  be  obligatory  on  the  said  company,  and  have  the  same  effect  as 
if  attested  by  a corporate  seal. 

Sec.  14.  The  stockholders  may,  in  general  meeting,  prescribe  the 
number  of  directors,  by  a by-law,  to  take  effect  at  the  next  annual 
meeting ; provided  the  number  so  prescribed  shall  not  be  less  than  ten. 

Sec.  15.  Every  stockholder  not  in  debt  to  the  company,  may,  at 
his  pleasure,  in  person  or  by  attorney,  assign  his  stock  on  the  books  of 


THE  LIFE  INSURANCE  COMPANY  OF  VIRGINIA. 


125 


the  company,  or  any  part  thereof,  not  being  less  than  a whole  share ; 
but  no  stockholder  indebted  to  the  company  shall  assign,  or  make  trans- 
fer of  his  stock,  or  receive  a dividend,  until  such  debt  is  paid  or  se- 
sured  to  the  satisfaction  of  the  board  of  directors. 

Sec.  16.  This  act  shall  be  in  force  from  its  passage,  and  shall  be 
subject  to  alteration,  modification,  amendment,  or  repeal,  at  the  pleas- 
ure of  the  General  Assembly. 

Amendment  of  1875. 

Chapter  57. — An  act  to  amend  and  re-enact  Sec.  1 1 of  an  act  approved 
March  21,  1871,  entitled  an  act  to  incorporate  The  Life  Insurance 
Company  of  Virginia:  Approved  January  i9,  1875. 

Sec.  1.  Be  it  enacted  by  the  General  Assembly,  that  Sec.  11  of  an 
act  approved  March  21,  1871,  entitled  an  act  to  incorporate  The  Life 
Insurance  Company  of  Virginia,  be  amended  and  re-enacted  so  as  to 
read  as  follows : 

Sec.  11.  The  directors  of  the  company  shall  be  elected  annually, 
by  the  stockholders,  on  the  last  Wednesday  in  January,  and  they  shall 
elect  from  their  number,  at  the  first  meeting  of  the  board  after  their 
election,  a president  and  two  vice-presidents,  and  shall  have  power  to 
appoint  such  officers,  clerks,  and  agents  as  the  business  of  the  company 
may  require ; to  appoint  the  finance  and  executive  committees,  and  to 
fill  vacancies  occasioned  by  death  or  resignation  in  the  board.  All 
elections  for  directors  shall  be  by  ballot,  and  every  stockholder  shall  be 
entitled  to  one  vote  for  each  share  , of  the  stock  held  by  him,  but  no 
person  shall  be  eligible  as  director  who  is  not  a stockholder  to  the 
amount  of  twenty  shares.  The  annual  meeting  of  the  company  for  the 
election  of  directors  shall  be  held  in  the  city  of  Petersburg,  where  the 
chief  office  of  the  said  company  shall  be  located,  on  the  last  Wednes- 
day in  January  of  each  year  after  this,  and  at  such  place  as  the  di- 
rectors may  appoint,  ten  days’  previous  notice  of  such  meeting  having 
been  given  by  advertisement  in  one  or  more  of  the  newspapers  pub- 
lished in  the  city  of  Petersburg. 

Sec.  2.  This  act  shall  be  in  force  from  its  passage. 

Office  of  Clerk  of  House  of  Delegates  and  Keeper  of  the  Rolls  of 
Virginia,  March  25,  1896. 

The  foregoing  are  copies  of  acts  to  incorporate  The  Life  Insurance 
Company  of  Virginia,  approved  March  21,  1871,  and  an  act  to  amend 
and  re-enact  Sec.  11  of  an  act  approved  March  21,  1871,  entitled  an 
act  to  incorporate  The  Life  Insurance  Company  of  Virginia,  approved 
January  19,  1875.  J.  BELL  BIGGER, 

C.  H.  D.  and  K.  of  R.  of  Virginia. 


126 


CHARTERS  OF  LIFE  INSURANCE  COMPANIES. 


An  act  to  amend  and  re-enact  Sec.  n of  an  act  approved  March  21, 
1871,  entitled  an  act  to  incorporate  the  Life  Insurance  Company 
of  Virginia,  approved  January  10,  1875. 

Amendment  of  1878,  Approved  March  14,  1878. 

Sec.  1.  Be  it  enacted  by  the  General  Assembly  of  Virginia,  that 
Sec.  11  of  an  act  to  incorporate  The  Life  Insurance  Company  of  Vir- 
ginia, amended  January  19,  1875,  be  amended  so  as  to  read  as  follows: 

Sec.  11.  The  directors  of  the  company  shall  be  elected  annually  by 
the  stockholders,  on  the  last  Wednesday  in  January;  and  they  shall 
elect  from  their  number,  at  the  first  meeting  of  the  board  after  their 
election,  a president  and  two  vice-presidents,  and  shall  have  power  to 
appoint  such  officers,  clerks,  and  agents  as  the  business  of  the  company 
may  require ; to  appoint  the  finance  and  executive  committees,  and  to 
fill  vacancies  occasioned  by  death  or  resignation  in  the  board.  All 
elections  for  directors  shall  be  by  ballot,  and  every  stockholder  shall 
be  entitled  to  one  vote  for  each  share  of  stock  held  by  him ; but  no 
person  shall  be  eligible  as  director  who  is  not  a stockholder  to  the 
amount  of  twenty  shares.  The  place  for  holding  the  annual  meeting 
of  the  company  shall  be  fixed  by  the  directors,  ten  days’  previous  notice 
being  given  in  some  paper  published  in  the  city  or  town  where  the  prin- 
cipal office  of  the  company  is  located,  which  city  or  town  may  be  de- 
termined or  changed  at  any  time  by  a majority  vote  of  the  stockholder; 
but,  unless  otherwise  located  by  the  stockholders,  shall  be  in  the  city 
of  Petersburg.  This  act  shall  be  in  force  only  when  accepted  by  the 
company.  An  acceptance  shall  be  determined  by  a majority  vote  of  the 
whole  stock  of  the  company. 

At  a general  meeting  of  the  stockholders  of  The  Life  Insurance 
Company  of  Virginia,  held  at  the  company’s  office  on  Wednesday, 
May  5,  1880,  the  meeting  having  been  called  in  conformity  with  the 
requirements  of  the  charter,  the  following  resolution  was  adopted, 
there  being  1690  votes  in  the  affirmative : 

Resolved,  By  the  stockholders  of  The  Life  Insurance  Company  of 
Virginia,  in  general  meeting,  that  the  amendment  to  the  charter  of  the 
company  passed  by  the  General  Assembly,  approved  March  14,  1878,  be 
accepted. 

Copy,  teste,  from  minutes  of  company. 

(Signed)  J.  W.  PEGRAM,  Secretary. 

Amendment  of  1886. 

Chapter  69. — An  act  to  amend  an  act  entitled  an  act  to  incorporate  The 
Life  Insurance  Company  of  Virginia.  Approved  March  21,  1871. 
Approved  February  5,  1886. 


THE  LIFE  INSURANCE  COMPANY  OF  VIRGINIA. 


127 


Sec.  1.  Be  it  enacted  by  the  General  Assembly  of  Virginia,  that 
the  second  section  of  an  act  to  incorporate  The  Life  Insurance  Com- 
pany of  Virginia,  approved  March  21,  1871,  be  amended  so  as  to  read 
as  follows : 

Sec.  2.  The  capital  stock  of  said  company  may  be  fixed  at  not  less 
than  fifty  thousand  dollars,  in  shares  of  one  hundred  dollars  each,  by 
consent  of  the  majority  in  interest  of  its  stockholders,  and  any  holder 
of  stock  shall  be  eligible  as  a director ; provided  that  nothing  herein 
contained  shall  be  construed  to  alter  the  contingent  liability  of  the 
stockholders,  who  are  participants  in  the  distribution  incident  to  the 
reduction  of  the  capital  stock  of  said  company,  to  the  holders  of  the 
policies  of  said  company : and  provided  further,  that  the  company  shall 
set  aside  and  hold  in  reserve  for  the  security  of  its  present  policy- 
holders, a fund,  equal  to  one  hundred  dollars  for  each  share  of  stock 
retired,  invested  in  one  or  more  of  the  following  securities : First,  in 

bonds  or  notes  secured  by  mortgage  or  deed  of  trust  on  unencumbered 
real  estate,  worth  in  each  case  double  the  amount  loaned ; or  second, 
in  bonds  of  the  United  States ; or  third,  in  bonds  of  the  State  of  Vir- 
ginia, issued  under  the  act  of  February  14,  1882,  or  in  bonds  of  the 
other  several  States,  or  incorporated  cities  and  towns  therein,  at  their 
cash  market  value ; and  provided  further,  that  this  act  shall  not  take 
effect  or  be  operative,  so  far  as  it  relates  to  the  reduction  of  the  capital 
stock  of  the  company,  until  the  said  company  shall  show,  to  the  satisfac- 
tion of  the  Chancery  Court  of  the  city  of  Richmond,  that  the  said  com- 
pany has  made  the  investment  in  some  one  of  the  securities  as  above 
provided,  to  the  amount  of  the  capital  stock  retired  at  any  time  under 
the  operation  of  this  act,  which  shall  be  held  in  trust  by  the  president  of 
the  company,  as  trustee,  as  collateral  to  secure  the  ultimate  payment  of 
all  existing  policyholders. 

Sec.  2.  That  the  following  sections  may  be  added  to  said  act : 

Sec.  17.  On  the  application  of  a majority- in  interest  of  the  policy- 
holders of  said  company,  and  with  the  consent  of  a majority  in  interest 
of  its  stockholders,  the  company  may  be  changed  into  a purely  mutual 
company,  the  capital  being  purchased  on  agreed  terms,  or  loaned  at 
not  exceeding  lawful  interest. 

Sec.  18.  Should  the  company  be  changed  to  be  purely  mutual, 
under  the  terms  and  condition  of  Sec.  17  of  this  act,  then  the  directors 
shall  be  elected  by  the  policyholders,  and  any  policyholder  shall  be 
eligible  as  director. 

Sec.  19.  As  soon  as  practicable  after  January  first  of  each  year, 
the  company  shall  ascertain  the  present  value  of  all  its  outstanding  en- 
gagements for  insurance  by  the  American  Experience  Table  of  Mor- 


128 


CHARTERS  OF  LIFE  INSURANCE  COMPANIES. 


tality  at  lawful  interest.  From  the  sum  so  ascertained  shall  be  de- 
ducted the  present  value  of  all  premium  engagements,  less  the  com- 
pensation allowed  to  agents  for  collecting  and  remitting  the  same.  The 
sum  of  the  difference  shall  constitute  the  reserve  of  the  company.  To 
this  sum  shall  be  added  each  year,  from  and  after  the  passage  of  this 
act,  to  be  held  as  a surplus,  no  less  than  two  per  centum  of  the  reserve 
so  ascertained ; and  no  dividend  shall  at  any  time  be  declared  to  stock- 
holders or  policyholders,  which  would  impair  said  surplus. 

Sec.  20.  The  accumulation  of  surplus  may  be  stopped  when  the 
sum  shall  equal  sixty-six  per  centum  of  the  entire  reserve : provided  it 
shall  thereafter  be  maintained  at  not  less  than  sixty-six  per  centum. 

Sec.  3.  All  debts  and  demands  due  from  said  company  to  the  State 
of  Virginia  shall  be  paid  in  currency,  and  not  in  coupons. 

Sec.  4.  This  act  shall  be  in  force  from  its  passage. 

A copy : J.  BELL  BIGGER. 

Clerk  of  House  of  Delegates  and  Keeper  of  the  Rolls  of  Virginia. 

March  25,  1896. 


Amendments  of  1888. 

In  the  Circuit  Court  of  the  City  of  Richmond, 
June  29,  1888. 

On  the  application  of  The  Life  Insurance  Company  of  Virginia,  a 
corporation  doing  business  under  the  laws  of  this  State,  and  whose 
principal  office  is  in  the  city  of  Richmond,  it  is  ordered  by  the  court 
that  certain  amendments  and  additions,  which  are  shown  to  the  court 
to  have  been  approved  by  a majority  of  the  stockholders  of  the  said 
company,  in  a general  meeting,  held  in  the  city  of  Richmond  on  June 
23,  1888,  and  called  according  to  law,  be  made  and  granted  to  an  act 
approved  on  March  21,  1871,  entitled  an  act  to  incorporate  The  Life 
Insurance  Company  of  Virginia ; which  amendments  and  additions  are 
as  follows,  to  wit : 

Sec.  1.  That  the  twelfth  section  of  an  act  approved  March  21,  1871, 
entitled  an  act  to  incorporate  The  Life  Insurance  Company  of  Vir- 
ginia, be  amended  so  as  to  read  as  follows : 

Sec.  12.  That  the  directors  shall  have  power  to  declare  such  divi- 
dends of  the  profits  of  the  company  as  they  may  deem  proper,  which 
said  dividends  shall  be  apportioned  between  the  stockholders  and  such 
classes  of  policyholders  or  such  individual  policyholders-  of  a class,  in 
such  manner  and  in  such  proportions  as  the  directors  may  by  con- 
tract entitle  to  share  in  such  dividends : provided  that  no  dividends  shall 
be  declared  when  the  capital  stock  would  be  impaired  thereby. 


THE  LIFE  INSURANCE  COMPANY  OF  VIRGINIA. 


129 


Sec.  2.  That  the  following  sections  be  added  to  said  act : 

Sec.  21.  The  said  company  shall  have  the  privilege  to  increase  its 
capital  stock  from  time  to  time  by  a vote  of  the  stockholders  at  any 
annual  or  special  meeting ; and  should  the  capital  stock  be  at  any  time 
increased,  the  stockholders  at  the  time  of  such  increase  shall  be  en- 
titled to  a pro  rata  share  of  such  increase  upon  the  payment  of  the  par 
value  of  the  same. 

Sec.  22.  The  said  company  may,  out  of  its  accumulated  profits  or 
surplus  funds,  purchase,  at  any  time  prior  to  the  maturity  or  termina- 
tion thereof,  to  the  end  that  the  same  may  be  discontinued  and  can- 
celed, such  of  its  endowment  or  other  policies  as  shall  express  on  their 
face  the  provisions  embodied  in  this  section,  and  the  conditions  of 
which  policies  binding  upon  the  insured  shall  have  been  fully  kept  and 
performed : provided,  that  the  price  it  may  offer  for  any  of  said  poli- 
cies shall  not  be  greater  than  the  face  thereof,  and  that  said  price  shall 
be  accepted  by  the  insured,  and  not  otherwise ; and  said  company  shall 
have  the  privilege  to  designate,  from  time  to  time,  impartially,  such  of 
said  policies,  the  conditions  of  which  shall  have  been  fully  kept  and 
performed,  as  it  will  offer  to  purchase,  such  designation  and  the  prices 
to  be  offered  and  the  times  at  which  said  prices  shall  be  offered,  to  be 
in  such  manner  as  the  board  of  directors  may  from  time  to  time  de- 
termine. 

Virginia : In  the  clerk’s  office  of  the  Circuit  Court  of  the  city  of 
Richmond,  June  29,  1888.  The  above  amendment  to  charter  of  The 
Life  Insurance  Company  of  Virginia  was  this  day  received  and  re- 
corded, and  is  hereby  certified  to  the  Secretary  of  the  Commonwealth 
of  Virginia  for  recordation. 

(Teste :)  ALFRED  SHEILD, 

Clerk. 

Commonwealth  of  Virginia,  Office  of  Secretary  of  Commonwealth, 

Richmond,  July  2,  1888. 

Fee  paid ; charter  lodged  and  recorded  in  Look  No.  7,  page  190. 

H.  W.  FLOURNOY, 
Secretary  of  Commonwealth. 

Virginia : Office  of  Secretary  of  the  Commonwealth, 

Richmond,  July  2,  1888. 

I hereby  certify  that  the  foregoing  is  a true  copy  of  the  amendment 
and  additional  sections  of  the  charter  of  The  Life  Insurance  Company 
of  Virginia,  as  of  record  in  this  office. 

Given  under  my  hand  and  seal  of  office  this  second  day  of  July,  1888. 

H.  W.  FLOURNOY, 
Secretary  of  Commonwealth. 


130 


CHARTERS  OF  LIFE  INSURANCE  COMPANIES. 


Amendments  of  1894. 

Virginia : In  the  Circuit  Court  in  the  City  of  Richmond, 

December  8,  1894. 

It  appearing  to  the  court,  that,  at  a general  meeting  of  the  stock- 
holders of  The  Life  Insurance  Company  of  Virginia,  held  pursuant  to 
law,  in  which  meeting  999  shares  of  the  capital  stock,  embracing  all 
the  stockholders  except  the  holders  of  one  share,  were  represented  in 
person  or  by  proxy,  the  president  of  said  company  was  authorized  and 
directed  to  file  a petition  asking  for  certain  amendments  to  the  charter 
of  said  company — and  said  petition  duly  sworn  to  by  G.  A.  Walker, 
president,  together  with  a certified  copy  of  the  amendments  asked  for, 
and  a copy  of  the  charter  of  said  company  having  been  presented  to 
and  considered  by  the  judge  of  this  court,  it  is  ordered  that  the  charter 
of  said  The  Life  Insurance  Company  of  Virginia  granted  by  act  of 
General  Assembly  of  Virginia,  entitled  an  “Act  to  incorporate  The 
Life  Insurance  Company  of  Virginia/’  approved  March  21,  1871,  be 
amended  in  the  words  and  figures  as  set  forth  in  said  petition,  to  wit. : 
That  Sec.  8 of  said  charter  be  amended  so  as  to  read  as  follows : 

Sec.  8.  That  it  shall  be  lawful  for  said  corporation  to  purchase, 
hold  and  convey  real  estate  as  follows : 

First.  Such  as  shall  be  requisite  for  its  immediate  accommodation 
in  the  convenient  transaction  of  its  business ; or, 

Second.  Such  as  shall  have  been  mortgaged  to  it  in  good  faith,  by 
way  of  security,  for  loans  previously  contracted,  or  for  moneys  due ; or, 
Third.  Such  as  shall  have  been  purchased  at  sales  upon  judgments, 
decrees  or  mortgages,  obtained  or  made  for  such  debts ; or, 

Fourth.  Such  as  shall  have  been  conveyed  to  it  in  satisfaction  of 
debts  previously  contracted  in  the  course  of  its  dealings. 

And  it  shall  also  be  lawful  for  said  company  to  improve,  exchange 
for  other  property  real  or  personal,  or  otherwise  use  or  dispose  of 
said  real  estate,  or  any  part  or  parcels  thereof,  and  all  such  real  estate 
as  shall  not  be  necessary  for  the  accommodation  of  said  company  in  the 
convenient  transaction  of  its  business  shall  be  sold  and  disposed  of 
within  twenty  years  after  the  said  company  shall  have  acquired  title  to 
the  same,  and  it  shall  not  be  lawful  for  the  said  company  to  hold  such 
real  estate  for  a longer  period  than  that  above  mentioned. 

That  Sec.  9 of  said  charter  shall  be  amended  so  as  to  read  as  follows : 
Sec.  9.  That  the  president,  under  the  supervision  of  the  finance 
committee,  shall  have  power  to  invest  the  capital  stock  and  accumu- 
lated profits,  or  surplus  funds,  of  the  said  company,  in  such  manner  as 
they  may  deem  best  for  the  interests  of  the  company;  but  the  stock- 
holders of  this  company  shall  not  be  liable  for  any  loss,  damage  or  re- 


THE  LIFE  INSURANCE  COMPANY  OF  VIRGINIA. 


I3I 

sponsibility  beyond  the  amount  of  stock  subscribed  by  them  respec- 
tively, and  any  profits  accruing  therefrom  and  undivided ; and  the  pre- 
mium reserve  or  reinsurance  fund  shall  be  invested  in  or  loaned  out 
upon  the  following  securities  and  no  other: 

First.  The  real  estate  as  herein  described. 

Second.  Bonds  or  negotiable  paper  secured  by  mortgage  or  deed  of 
trust  on  unencumbered  real  estate  where  the  amount  secured  thereon 
shall  not  exceed  two-thirds  of  the  estimated  value  of  said  real  estate  if 
the  same  be  improved,  or  one-half  the  estimated  value  thereof  if  the 
same  consists  of  farms  or  vacant  lands. 

Third.  Stocks  of  the  United  States  of  America. 

Fourth.  Stocks  of  the  several  States  and  of  incorporated  cities 
therein. 

Fifth.  Bonds  of  any  incorporated  company. 

Sixth.  Obligations  secured  by  this  company’s  policy  contracts  in 
force. 

That  Sec.  14  of  said  charter  shall  be  amended  so  as  to  read  as 
follows : 

Sec.  14.  The  stockholders  may,  in  general  meeting,  prescribe  the 
number  of  directors,  by  a by-law,  to  take  effect  at  the  next  annual  meet- 
ing; provided  the  number  so  prescribed  shall  not  be  less  than  seven. 

And  it  is  further  ordered  that  said  amendments  be  recorded  by  the 
clerk  of  this  court,  and  a copy  thereof  be  certified  to  the  secretary  of  the 
Commonwealth  for  record  in  his  office : 

A copy — Teste  : E.  M.  RO WELLE, 

Clerk. 

In  the  Clerk’s  Office  of  the  Circuit  Court  of  the  City  of  Richmond, 

December  8,  1894. 

The  foregoing  copy  of  an  order  of  the  said  court  amending  the 
charter  of  The  Life  Insurance  Company  of  Virginia,  was  this  day 
received  in  the  clerk’s  office  of  said  court,  recorded  and  is  hereby  cer- 
tified to  the  secretary  of  the  Commonwealth  of  Virginia  for  recordation. 

A copy— Teste  : E.  M.  ROWELLE, 

Clerk. 

At  a general  meeting  of  stockholders  of  this  company  held  this  day, 
pursuant  to  adjournment  from  the  thirtieth  day  of  November,  1894, 
John  G.  Walker  was  called  to  the  chair  and  G.  A.  Walker  appointed 
secretary : 

A committee  was  appointed  to  ascertain  if  a quorum  of  the  stock- 
holders was  present,  and  this  committee  reported  present  in  person  and 
bv  proxy  nine  hundred  and  ninety-nine  shares,  which  embraced  every 
share  except  one,  as  to  which  it  was  represented  to  the  meeting  that  it 


1 32 


CHARTERS  OF  LIFE  INSURANCE  COMPANIES. 


appears  by  the  books  of  the  company  to  stand  in  the  name  of  J.  C. 
McConnell,  which  party  lays  no  claim  to  it,  and  its  ownership  is  there- 
fore unknown. 

The  president  of  the  company,  Mr.  G.  A.  Walker,  laid  before  the 
meeting  the  amendments  to  the  charter  of  the  company  granted  by 
the  Circuit  Court  of  Richmond  on  the  eighth  day  of  December,  1894, 
and  the  same  were  read  before  the  meeting. 

On  the  motion  of  Air.  W.  J.  Walker,  the  following  resolution  was 
unanimously  adopted : 

Resolved,  That  the  stockholders,  in  general  meeting  assembled,  hav- 
ing heard  read  the  amendments  made  to  the  charter  of  this  company 
by  the  Circuit  Court  of  Richmond  on  the  eighth  of  December,  1894,  do 
approve  and  accept  the  said  amendments  as  incorporated  in  and  as  a 
part  of  their  said  charter,  and  doth  order  that  the  same  be  recorded  in 
the  records  of  this  company. 

Resolved,  That  by-law  No.  3 be  amended  so  as  to  read  as  follows, 
and  to  take  effect  from  and  after  the  next  annual  meeting  of  the  com- 
pany, viz. : 

No.  3.  That  the  board  of  directors  of  this  company  shall  consist  of 
nine  members. 

Copy — Teste  from  the  records  of  the  company  of  meeting  held  De- 
cember 12,  1894. 

G.  A.  WALKER, 
Secretary. 


MANHATTAN  LIFE 


133 


MANHATTAN  LIFE  INSURANCE  COMPANY. 


[Declaration.] — We,  the  subscribers,  have,  under  and  in  pursuance 
of  the  act  of  the  Legislature  of  the  State  of  New  York,  entitled  “An 
act  to  provide  for  the  incorporation  of  insurance  companies/’  passed 
April  10,  1849,  associated  and  formed  an  incorporated  company  to 
make  insurance  on  the  lives  of  individuals  and  against  accidents  by 
travel  and  every  insurance  appertaining  thereto  or  connected  with  such 
risks,  and  to  grant,  purchase,  or  dispose  of  annuities ; and  we  do  hereby 
declare  that  the  following  is  a copy  of  the  charter  proposed  to  be 
adopted  by  us,  viz. : 

Sec.  1.  [Name.] — The  name  of  the  company  shall  be  the  “Man- 
hattan Life  Insurance  Company, ” and  the  place  of  business  shall  be  in 
the  city  of  New  York. 

Sec.  2.  [Business.] — The  business  of  the  company  shall  be  to  make 
insurance  on  the  lives  of  individuals,  and  against  accidents  by  travel, 
and  every  insurance  appertaining  thereto,  or  connected  with  such  risks, 
and  to  grant,  purchase,  or  dispose  of  annuities. 

Sec.  3.  [Capital.] — There  shall  be  a guarantee  capital  of  at  least 
one  hundred  thousand  dollars,  to  be  divided  into  shares  of  fifty  dollars 
each,  which  shall  be  personal  property,  transferable  on  the  books  of 
the  company,  in  conformity  with  its  by-laws. 

Sec.  4.  [Poivcrs  of  Directors.] — The  corporate  powers  of  the 
company  shall  be  vested  in  and  exercised  by  a board  of  directors,  and 
such  officers  and  agents  as  they  may  appoint. 

Sec.  5.  [Directors  must  be  Stockholders.] — The  board  of  directors 
shall  consist  of  thirty-six  persons,  a majority  of  whom  shall  be  citizens 
of  the  State  of  New  York,  and  at  least  one-half  of  whom  shall  be  pro- 
prietors of  at  least  ten  shares  each  of  the  guarantee  capital,  and  the 
remaining  one-half  may  be  either  insurers  of  life  policies  paying  a 
premium  to  the  company  of  at  least  one  hundred  dollars  per  annum,  or 
persons  entitled  to  annuities  of  not  less  than  one  hundred  dollars  per 
annum. 

Sec.  6.  [First  Board  of  Directors.] — The  following  persons  shall 
be  the  first  directors,  to  wit : E.  D.  Morgan,  David  Austin,  Caleb  S. 
Woodhull,  A.  A.  Alvord,  Eleazor  Parmly,  D.  H.  Haight,  David  S. 
Mills,  Jr.,  Denton  Pearsall,  John  P.  Ware,  L.  C.  Carter,  J.  B.  Herrick, 


*34 


CHARTERS  OF  LIFE  INSURANCE  COMPANIES. 


Jas.  Van  Norden,  James  C.  Baldwin,  D.  Burtnett,  George  Webb,  Wil- 
liam J.  Valentine,  J.  F.  Conklin,  Charles  A.  Mead,  Mindert  Van 
Schaick,  Ambrose  C.  Kingsland,  E.  J.  Brown,  Silas  C.  Herring,  Enoch 
Dean,  Nathaniel  G.  Bradford,  John  S.  Harris,  George  Hastings,  Ed- 
ward Haight,  E.  J.  Anderson,  Humphrey  Phelps,  William  K.  Strong, 
J.  S.  Williams,  H.  Stokes,  William  Burger,  E.  K.  Bussing.  James 
McLean,  Thomas  Greenleaf,  and  shall  hold  their  offices  until  their 
successors  shall  be  appointed. 

Sec.  7.  [ Three  Classes  of  Directors .] — The  board  of  directors  shall 

divide  itself  by  lot  into  three  classes  of  twelve  each.  The  term  of  office 
of  the  first  class  shall  expire  at  the  end  of  two  years,  from  the  second 
Tuesday  in  May,  1850;  that  of  the  second  class  at  the  end  of  three 
years,  and  that  of  the  third  class  at  the  end  of  four  years.  And  on  and 
after  the  first  Tuesday  of  May,  1852,  twelve  directors  shall  be  annually 
chosen,  who  shall  hold  office  for  three  years  or  until  their  successors 
are  elected.  Directors  shall  be  re-eligible,  and  vacancies  occurring  in 
the  intervals  of  election  may  be  filled  by  the  board.  Every  election  for 
directors  shall  be  by  ballot,  and  a plurality  of  votes  shall  elect.  Three 
inspectors,  to  preside  at  the  next  election,  shall  be  elected  at  the  same 
time  and  in  the  same  manner. 

Sec.  8.  [Annual  Elections .] — Elections  for  directors  shall  be  held 

annually,  on  the  second  Tuesday  in  May,  at  the  office  of  the  company; 
and  the  board  shall  give  at  least  ten  days  notice  thereof,  in  two  daily 
newspapers  published  in  said  city. 

Sec.  9.  [Policyholders  Entitled  to  Vote.] — Every  shareholder  shall 
be  entitled  to  one  vote  for  directors  for  each  and  every  share  of  the 
guaranteed  capital  standing  in  his  name  on  the  books  of  the  company ; 
and  any  person  insured  for  life,  paying  a premium  of  at  least  seventy- 
five  dollars  per  annum,  or  entitled  to  an  annuity  of  not  less  than 
seventy-five  dollars  per  annum,  shall  be  in  like  manner  entitled  to  one 
vote ; and  it  shall  be  lawful  for  any  member  of  the  company  possessing 
the  right  to  vote,  to  do  so  by  proxy,  duly  authorized  in  writing. 

Sec.  10.  [Quorum.] — Seven  directors  shall  constitute  a quorum 

for  the  transaction  of  business : but  a less  number  may  meet  and  ad- 
journ, from  time  to  time,  until  a quorum  is  present. 

Sec.  11.  [Election  of  President.] — The  board  of  directors  shall, 
immediately  on  the  organization  of  the  company,  and  annually  there- 
after. elect  one  of  their  own  number,  being  a citizen  of  this  State,  presi- 
dent of  the  company. 

Sec.  12.  [By-Laws.] — The  board  shall  have  power  to  enact 

by-laws,  rules  and  regulations  for  the  government  of  the  officers  and 
agents  of  the  company,  and  the  conduct  of  its  affairs,  not  inconsistent 


MANHATTAN  LIFE. 


135 


with  the  constitution  and  laws  of  this  State.  No  alteration  or  amend- 
ment of  the  original  by-laws,  nor  any  addition  thereto,  shall  be  made, 
except  by  a vote  of  the  majority  of  the  board  of  directors.  The  board 
shall  be  convened  for  such  purpose  by  a notice  to  each  director,  ex- 
pressing the  alteration,  amendment,  or  addition  proposed  to  be  made, 
and  the  ayes  and  nays  shall  be  taken  and  recorded  in  the  book  of 
minutes  on  each  question. 

Sec.  13.  [Premiums.] — The  board  may  regulate  the  amount  of 
premium  and  the  mode  and  manner  of  the  payment  of  the  same. 

Sec.  14.  [Powers  of  the  Board.] — The  board  shall  possess  all  the 
powers  usually  vested  in  boards  of  directors,  and  not  inconsistent  with 
this  charter,  or  the  constitution  and  laws  of  this  State. 

Sec.  15.  [Capital  may  he  Increased.] — The  capital  of  the  company 
may  be  increased  indefinitely  by  the  accumulation  of  profits,  except  as 
hereinafter  provided.  The  accumulated  capital  shall  be  represented  by 
scrip,  which  shall  be  issued  from  time  to  time  to  the  policyholders. 

Sec.  16.  [Interest  on  Capital.] — The  holders  of  the  guarantee  capi- 
tal shall  be  entitled  to  an  annual  interest  not  exceeding  seven  per  cent 
thereon ; the  first  payment  of  such  interest  to  be  made  at  the  expiration 
of  one  year  from  the  date  of  the  issue  of  the  first  policy  by  the  com- 
pany. The  holders  of  scrip  shall  be  entitled  to  an  annual  interest,  not 
exceeding  six  per  cent  thereon,  provided  there  shall  remain  of  the 
receipts  of  the  company  sufficient  for  that  purpose,  after  payment  of 
the  current  expenses  and  losses  of  the  company  and  an  adequate  pro- 
vision for  outstanding  policies.  In  case  there  shall  not  remain  of  the 
receipts  of  the  company,  for  any  year,  after  paying  the  losses  and  ex- 
penses of  that  year,  and  providing  for  outstanding  policies,  sufficient  to 
pay  the  interests  provided  for  in  this  section,  the  interest  on  the  guar- 
anteed capital  shall  be  paid  first,  and  the  balance,  if  any  there  be,  be 
divided  pro  rata  among  the  holders  of  the  scrip. 

Sec.  1 7.  [Dividends  to  Policyholders.] — After  the  current  ex- 
penses, losses  and  interests  provided  for  the  preceding  section,  are  as- 
certained for  each  year,  and  paid,  and  an  adequate  provision  for  out- 
standing policies  made,  one-eighth  of  the  profits  shall  be  paid  to  the 
holders  of  the  guarantee  capital ; the  remaining  seven-eighths  shall  be 
issued  in  scrip  once  every  three  years  to  the  holders  of  a policy  which 
shall  have  been  in  existence  for  one  year  previous  to  such  issue,  and 
which  policy  shall  be  unexpired.  In  case  of  the  death  of  an  insured 
party,  scrip  for  his  proportion  of  the  profits  of  said  company,  which 
may  have  accrued  previous  to  his  decease  and  since  the  last  issue  of 
scrip,  shall,  at  the  next  succeeding  time  of  issuing  scrip,  be  issued  to 
his  legal  representatives  or  assigns.  The  first  issue  of  scrip  may  be 


i36 


CHARTERS  OF  LIFE  INSURANCE’  COMPANIES. 


made  on  the  first  day  of  January,  1854,  or  within  thirty  days  there- 
after, and  the  second  and  all  subsequent  issues  of  scrip  shall  be  made 
in  three  years  from  the  first  day  of  January,  in  the  last  preceding  year 
in  which  was  or  would  have  been  issued,  the  profits  if  the  company 
had  allowed  such  issue,  or  within  thirty  days  thereafter ; but  in  making 
such  issue  of  scrip  no  fractions  of  a year  shall  be  allowed.  After  such 
profits  shall  amount  to  five  hundred  thousand  dollars,  the  directors 
may,  in  their  discretion,  apply  the  further  profits  to  the  payment  of  the 
scrip  issued  for  profits,  and  new  scrip  shall  be  issued  for  the  profits  of 
each  year. 

Sec.  18.  [Scrip  may  be  Assessed.] — The  scrip  shall  be  exhausted 
in  the  payment  of  the  liabilities  of  the  company  before  the  guarantee 
capital  shall  be  impaired ; and  all  scrip  for  profits  shall  contain  a pro- 
vision to  this  effect.  In  case  the  losses  of  any  one  year  shall  exceed 
the  profits  of  that  year,  the  excess  shall  be  assessed  on  all  outstanding 
scrip,  and  shall  be  charged  to  the  holders  thereof  respectively.  In- 
terest thereafter  shall  be  payable  at  a rate  not  exceeding  six  per  cent 
per  annum  upon  the  amount  of  scrip  as  reduced  by  such  assessment 
(except  as  herein  otherwise  provided),  until  such  amount  shall  be 
further  reduced  by  losses,  or  until  such  scrip  shall  be  redeemed  by 
profits. 

Sec.  19.  [Non-payment  of  Premiums.] — Any  person  insuring  in 
the  company,  who  shall  omit  to  pay  any  premium,  or  any  periodical 
payment,  due  from  him  to  the  company,  shall  thereby  forfeit  to  the 
company,  all  claims  under  his  policy,  and  all  previous  payments  made 
by  him,  except  that  in  case  any  scrip  shall  have  been  issued,  the  right 
thereto  shall  not  be  affected  by  such  default. 

Sec.  20.  [Purchase  of  Policies.] — The  board  of  directors  may,  for 
the  benefit  of  the  company,  purchase  all  policies  of  insurance  and  other 
obligations  issued  by  the  company ; and  may  also  extinguish,  by  pur- 
chase, all  claims  and  demands  of  policyholders,  for  profits  declared  or 
accumulating. 

Sec.  21.  [Fiscal  Year.] — The  company's  fiscal  year  shall  com- 
mence on  the  first  day  of  January  and  terminate  on  the  thirty-first  day 
of  December,  in  each  year.  E.  J.  Brown,  Enoch  Dean,  George  Hast- 
ings, N.  G.  Bradford,  J.  B.  Herrick,  D.  Pearsall,  A.  A.  Alford,  James 
Harper,  M.  Van  Shaick,  William  J.  Valentine,  Henry  Stokes,  D.  E. 
Morgan,  Lewis  B.  Loder,  Edmund  L.  Bussing,  L.  C.  Carter.  J.  Van 
Norden,  A.  C.  Kingsland,  J.  C.  Baldwin,  Daniel  Kingsland,  T.  W. 
Dick,  John  P.  Ware,  Jacob  Miller,  G.  Cleland,  John  S.  Williams,  Jonas 
F.  Conklin,  D.  Austin  Muir,  Lewis  Beach,  J.  S.  Harris,  Silas  C.  Her- 
ring, C.  S.  Woodhull,  William  A.  Mead,  E.  Parmlv. 


MANHATTAN  LIFE. 


137 


EXTRACTS  FROM  THE  BY-LAWS. 

The  Board  of  Directors. 

Sec.  1.  Elections. — A stated  meeting  of  the  board  of  directors  shall  be  held 
on  the  day  of  each  annual  election,  after  such  election,  at  which  meeting  a com- 
mittee of  five  directors  shall  be  elected  by  ballot,  whose  duty  it  shall  be  to  nom- 
inate candidates  for  the  several  standing  committees,  to  be  elected  as  described 
below.  On  the  day  following  each  annual  election  for  directors,  a meeting  of 
the  board  shall  be  held  at  the  office  of  the  company,  at  which  time  a president 
shall  be  elected  by  ballot,  whose  term  of  office  shall  continue  for  the  ensuing 
year.  At  the  same  meeting  four  standing  committees,  of  four  directors  each, 
shall  be  elected  by  ballot,  to  serve  for  the  ensuing  year.  Said  committees  shall 
be : 

A finance  committee. 

A committee  on  claims. 

A committee  on  agencies  and  insurance. 

A committee  of  audit. 

The  president  shall  also  be  ex-officio  a member  of  each  of  said  committees. 

In  case  of  the  death  or  resignation  of  the  president,  or  of  any  of  the  members 
of  either  standing  committee,  the  board  may  by  ballot  fill  the  vacancy  for  the 
unexpired  term. 

Sec.  2.  Examination. — At  the  stated  monthly  meeting  in  December  in  each 
year,  an  examination  committee,  consisting  of  four  directors  (none  of  whom 
shall  at  the  time  be  members  of  the  finance  committee)  shall  be  elected  by  ballot, 
whose  duty  it  shall  be  to  examine  the  accounts,  funds,  securities  and  property 
of  the  company,  and  report  thereon  to  the  board  prior  to  the  declaration  of  the 
annual  dividend. 

Sec.  3.  Nominating  Committee. — At  the  stated  monthly  meeting  in  April  in 
each  year,  a committee  of  five  directors  shall  be  elected  by  ballot,  whose  duty  it 
shall  be  to  nominate  directors  to  be  voted  for  at  the  annual  election,  to  take  the 
places  of  those  in  the  class  whose  office  expires  in  the  succeeding  month,  and  to 
nominate  three  inspectors  of  election  to  be  voted  for  at  said  election. 

Sec.  4.  Directors’  Meetings. — The  directors  shall  hold  a stated  meeting  at  the 
office  of  the  company,  on  the' second  Tuesday  of  every  month.  Special  meetings 
may  be  called  upon  reasonable  notice  by  the  president ; or  by  the  secretary,  upon 
the  request  of  either  of  the  standing  committees  or  of  any  three  directors ; such 
call  shall  indicate  the  business  to  be  transacted. 

Sec.  5.  Committees  and  Inspectors. — All  other  committees,  except  those  above 
specified,  or  as  ordered  by  the  board  of  directors,  shall  be  appointed  by  the  presi- 
dent, who  may  also  appoint  one  or  more  inspectors  of  election  in  case  of  vacancy. 

Sec.  6.  Presiding  Officer. — The  president,  or,  in  his  absence,  the  vice-presi- 
dent, or  in  their  absence,  a director  elected  by  a majority  of  a quorum  present, 
shall  preside  at  every  meeting  of  the  board  of  directors. 


The  Officers  and  Their  Duties. 

Sec.  7.  Officers. — The  officers  of  the  company  shall  be  a president,  a vice- 
president,  a second  vice-president,  a secretary,  an  assistant  secretary,  and  an 
actuary. 

Sec.  8.  Selection  of  Officers. — The  officers  above  mentioned,  except  the  presi- 
dent, and  such  other  officers  as  may  be  required,  shall  be  elected  or  appointed 


I38  CHARTERS  OF  LIFE  INSURANCE  COMPANIES. 

as  the  board  of  directors  may  from  time  to  time  determine.  All  officers  men- 
tioned in  section  7,  except  the  president,  shall  hold  their  respective  offices  during 
the  pleasure  of  the  board. 

Sec.  15.  Standing  Committees. — It  shall  be  the  duty  of  each  of  the  several 
standing  committees  at  the  first  meeting  after  their  election,  to  organize  by  the 
appointment  of  one  of  their  number  as  chairman. 

Each  of  said  committees  shall,  in  a book  to  be  provided  for  the  purpose,  keep 
a true  record  of  their  proceedings,  which  records  shall  be  read  at  each  stated 
meeting  of  the  board. 

Sec.  16.  Reports. — All  the  standing  committees  shall  report  to  the  board  the 
condition  of  the  department  to  which  their  duties  relate,  at  the  stated  meetings 
in  January  and  July,  and  as  often  as  they  may  deem  proper,  and  make  any  sug- 
gestions which  they  may  deem  suitable  for  the  improvement  of  the  affairs  of 
the  company.  Such  reports  shall  be  in  writing,  and  signed  by  the  members  con- 
curring therein. 

Sec.  17.  Meetings. — All  the  standing  committees  shall  be  subject  to  the  call 
of  the  president,  or  in  his  absence,  by  either  of  the  vice-presidents;  or  by  the 
secretary,  at  the  request  of  the  chairman  of  such  committees. 

Sec.  18.  Finance  Committee. — The  chairman  of  the  finance  committee,  in  the 
absence  of  the  president  from  sickness  or  other  cause,  shall  perform  all  the  duties 
of  the  president  in  the  control  and  management  of  the  finances  of  the  company 
and  the  custody  of  its  securities  and  property.  The  committe  shall  exercise  a 
general  supervision  over  the  funds  and  property  of  the  company,  examine  the 
accounts,  funds,  securities,  property  and  cash  on  hand,  quarterly,  or  oftener,  at 
their  discretion,  and  report  at  the  next  stated  meeting  of  the  board,  and  direct 
the  making  and  calling  in  of  all  investments  and  loans. 

Sec.  19.  Committee  on  Claims. — The  committee  on  claims  shall  examine  all 
the  proofs  and  papers  relating  to  claims  by  death,  and  report  at  each  stated  meet- 
ing of  the  board  the  amount  of  claims  pending  or  established,  with  such  facts 
and  recommendations  as  they  may  deem  proper. 

Sec.  20.  Committee  on  Agencies  and  Insurance. — The  committee  on  agencies 
and  insurance  shall,  with  the  officers  of  the  company,  determine  the  form  of  the 
policies  and  annuity  bonds  to  be  issued,  and  the  kind  of  risks  to  be  taken,  and 
shall  have  the  powrer  to  establish  agencies,  appoint,  remove,  and  control  the  agents 
of  the  company,  and  determine  the  character  and  amount  of  their  compensation. 

Sec.  21.  Committee  of  Audit. — It  shall  be  the  duty  of  the  committee  of  audit 
to  audit  all  accounts  and  bills,  and  the  current  expenses  of  the  company,  at  least 
twice  in  every  year,  and  report  to  the  board. 


Miscellaneous. 

Sec.  22.  Insurance  Payments  or  Compromise  Losses. — The  president  and 
vice-presidents  shall  have  the  power  to  effect  insurance  on  applications  approved 
by  the  medical  department.  They  may  pay  or  compromise  any  claim  occasioned 
by  the  death  of  the  insured,  with  the  assent  of  the  committee  on  claims. 

Sec.  23.  Deposits  of  Money. — All  moneys  received  by  the  company  shall  be 
deposited  in  a bank  or  banks  or  trust  companies  to  be  designated  by  the  finance 
committee.  Deposits  shall  be  made  daily,  to  the  credit  of  the  company,  when- 
ever the  sum  on  hand  exceeds  five  thousand  dollars. 

Sec.  24.  Signing  Check  and  Drafts. — All  checks  or  drafts  on  the  banks  or 
trust  companies,  in  which  deposits  may  be  made,  shall  be  signed  by  the  president 


MANHATTAN  LIFE. 


139 


or  one  of  the  vice-presidents,  and  countersigned  by  two  of  the  other  officers,  and 
drawn  payable  to  the  order  of  the  person  entitled  to  receive  the  money. 

Sec.  25.  Borrowing  Funds. — No  officer  or  employee  of  the  company  shall, 
directly  or  indirectly,  borrow  the  funds  of  the  company,  or  in  any  manner  use 
the  same  for  his  private  purposes. 

No  officer  or  employee  of  this  company  shall  receive  any  emolument  in  the 
shape  of  fees  or  commissions,  either  directly  or  indirectly,  for  any  business  con- 
nected with  the  company,  otherwise  than  as  provided  by  the  board,  except  com- 
missions upon  insurance  or  annuities  issued  upon  applications  procured  by  them. 

The  officers  shall  receive  such  compensation  as  the  board  of  directors  may 
determine,  and  all  employees,  except  agents,  shall  receive  such  compensation  as 
the  board  of  directors  or  the  president  may  determine. 

Investments. 

Sec.  26.  Investments ; Real  Estate  Loans,  Requirements. — All  investments  of 
stocks  and  bonds  shall  be  made  in  the  name  of  “The  Manhattan  Life  Insurance 
Company,”  except  such  as  the  law  or  Insurance  Departments  or  government 
may  otherwise  direct. 

Before  any  money  shall  be  paid  out  for  authorized  loans  on  real  estate,  the 
president  shall  receive  a bond  duly  executed,  satisfactory  policy  or  policies  of 
fire  insurance  upon  any  buildings  thereon,  and  the  certificate  of  the  counsel  of 
the  company  that  the  title  is  valid  and  unincumbered,  and  that  the  mortgage  is 
duly  executed  and  delivered. 


Amendments  to  the  By-Laws. 

Sec.  27.  No  alteration  or  amendment  of  the  by-laws,  nor  any  addition  thereto, 
shall  be  made  except  by  a vote  of  a majority  of  the  board  of  directors,  after 
reasonable  previous  notice  in  writing  sent  to  each  director,  expressing  in  sub- 
stance the  alteration,  amendment  or  addition  proposed  to  be  made,  and  of  the 
meeting  at  which  it  shall  be  voted  upon.  The  ayes  and  nays  shall  be  taken  and 
recorded  in  the  book  of  minutes. 

I hereby  certify  that  I am  the  secretary  of  The  Manhahttan  Life  Insurance 
Company  of  New  York,  and  that  the  foregoing  is  a true  and  correct  copy  of  the 
by-laws  of  said  company  in  force  on  this  date.  J.  H.  GIFFIN, 

New  York,  November  17,  1903.  Secretary. 


140 


CHARTERS  OF  LIFE  INSURANCE  COMPANIES. 


THE  MARYLAND  LIFE  INSURANCE  COMPANY  OF 
BALTIMORE. 


An  act  to  incorporate  the  Maryland  Life  Insurance  Company  of  Balti- 
more, passed  March  io,  1864,  and  amended  February  28,  1867. 

Sec.  1.  Be  it  enacted  by  the  General  Assembly  of  Maryland,  That 
A.  H.  Barnitz,  J.  K.  Caldwell,  Simon  Grinsfelder,  James  Glassgow, 
William  Hanna,  Lewis  Sutton.  W.  Alexander,  George  A.  Mills  and 
Thomas  Kemp,  their  associates,  successors  and  assigns  shall  be  and 
they  are  hereby  incorporated  as  a body  politic,  under  and  by  the  name 
of  The  Maryland  Life  Insurance  Company  of  Baltimore,  and  by  that 
name  shall  have  perpetual  succession,  sue  and  be  sued,  plead  and  be 
impleaded,  make  and  use  a common  seal,  and  the  same  to  break,  alter 
and  amend  at  pleasure,  when  and  as  the}'  may  think  proper ; and  ex- 
ercise and  enjoy  all  the  rights,  privileges  and  immunities  of  and  apper- 
taining to  a body  politic  and  corporate. 

Sec.  2.  And  be  it  enacted.  That  the  business  of  the  said  corporation 
shall  be  to  make  insurance  on  the  lives  of  individuals,  and  accidents  by 
travel,  and  every  insurance  appertaining  thereto,  or  connected  with 
such  risks,  and  to  grant,  purchase  or  dispose  of  annuities. 

Sec.  3.  And  be  it  enacted.  That  there  shall  be  a guarantee  capital 
of  at  least  one  hundred  thousand  dollars,  to  be  divided  into  shares  of 
twenty  dollars  each,  which  shall  be  personal  property  transferable  on 
the  books  of  the  company  in  conformity  with  its  “by-laws." 

Sec.  4.  And  be  it  enacted.  That  the  said  guarantee  capital  stock 
shall  be  invested  in  the  securities  of  the  United  States,  the  State  of 
Maryland,  or  of  the  city  of  Baltimore,  either  one  or  all  of  said  securi- 
ties, and  the  same  deposited  with  the  treasurer  of  this  State  as  a guar- 
antee for  the  payment  of  the  policies  of  insurance  issued  by  said  com- 
pany. And  the  said  company,  from  time  to  time  as  they  shall  deem 
proper,  may  sell  and  dispose  of  said  securities,  and  exchange  and  re- 
deposit the  same  with  the  said  treasurer  under  such  rules  and  regula- 
tions for  said  exchange  and  redeposit  as  said  treasurer  shall  direct,  the 
said  company  confining  the  said  business  of  sale,  disposition  and  ex- 
change of  said  securities  to  either  or  all  of  said  securities,  above  named 
in  this  section,  the  interest  and  profits  accruing  and  made  on  said  se- 
curities, and  the  sale  or  exchange  thereof,  to  be  collected  by  and  paid 
over  to  said  company. 


MARYLAND  LIFE. 


141 

Sec.  5.  And  be  it  enacted,  That  the  said  A.  H.  Barnitz,  J.  K.  Cald- 
well, Simon  Grinsfelder,  James  Glassgow,  William  Hanna,  Lewis 
Sutton,  W.  Alexander,  George  A.  Mills  and  Thomas  Kemp,  be,  and  they 
are  hereby  constituted  and  appointed  commissioners,  or  a majority  of 
them  to  open  books  in  the  city  of  Baltimore,  at  such  time  and  in  such 
manner,  and  under  such  rules  and  regulations  as  they  or  a majority  of 
them  shall  deem  proper,  to  take  the  subscriptions  to  the  said  guarantee 
capital  stock ; and  when  the  sum  of  twenty-five  thousand  dollars  shall 
have  been  subscribed  and  actually  paid  in  and  invested  in  either  or  all 
of  the  securities  hereinbefore  named,  and  the  said  securities  deposited 
with  the  treasurer  of  this  State  as  aforesaid,  and  the  said  treasurer’s 
certificate  therefor  obtained  and  published  in  one  or  more  newspapers 
of  the  city  of  Baltimore,  the  said  company  shall  organize  by  the  elec- 
tion and  appointment  of  its  officers,  agents  and  servants,  and  thereupon 
at  once  commence  and  conduct  its  business. 

Sec.  6.  And  be  it  enacted,  That  the  corporate  powers  of  said  com- 
pany shall  be  vested  in  and  exercised  by  a board  of  directors  and  such 
officers  and  agents  as  they  may  appoint. 

Sec.  7.  And  be  it  enacted,  That  an  election  for  directors  of  said 
company  shall  be  held  annually,  on  the  second  Tuesday  of  May  next 
succeeding  the  organization  of  said  company,  for  business,  at  the  office 
of  the  company,  in  the  city  of  Baltimore,  and  the  board  shall  give  at 
least  ten  days’  notice  thereof  in  two  daily  newspapers  published  in 
said  city.  The  board  of  directors  to  be  elected  as  aforesaid  shall  con- 
sist of  nine  persons,  a majority  of  whom  shall  be  citizens  of  the  State 
of  Maryland,  and  at  least  one-half  of  whom  shall  be  proprietors  of  at 
least  twenty  shares  each  of  the  said  guarantee  stock. 

Sec.  8.  And  be  it  enacted,  That  each  shareholder,  at  the  elections 
for  directors,  shall  be  entitled  to  one  vote,  in  person  or  bv  written  proxy, 
for  each  and  every  share  of  the  said  guarantee  capital  stock  standing- 
in  his  name  on  the  books  of  the  company.  Any  person  insured  for 
life,  paying  a premium  of  at  least  seventy-five  dollars  per  annum,  or 
a sum  in  instalments  ecpial  thereto,  and  any  person  entitled  to  an  an- 
nuity of  not  less  than  seventy-five  dollars  per  annum,  shall  be  entitled 
to  one  vote  in  person. 

Sec.  9.  And  be  it  enacted.  That  five  directors  shall  constitute  a 
quorum  for  the  transaction  of  business ; a less  number  may  meet  and 
adjourn  from  time  to  time  until  a quorum  be  present. 

Sec.  to.  And  be  it  enacted,  That  the  board  of  directors  selected  as 
aforesaid,  upon  entering  upon  the  discharge  of  their  duties,  shall  elect 
one  of  their  own  number,  being  a citizen  of  this  State,  president  of  the 
company. 


I42 


CHARTERS  OF  LIFE  INSURANCE  COMPANIES. 


Sec.  ii.  And  be  it  enacted.  That  the  said  board  of  directors  shall 
establish  the  principal  office  of  said  company  in  the  city  of  Baltimore, 
but  the}-  may  constitute  and  establish  agencies  when  and  where,  as  they 
may  deem  proper ; they  shall  have  power  to  enact  “by-laws,  rules  and 
regulations,”  for  the  government  of  its  officers,  agents  and  servants, 
and  the  management  of  its  affairs  not  inconsistent  with  this  act  or  the 
constitution  and  laws  of  this  State ; the  said  by-laws  from  time  to  time 
may  alter,  amend  or  be  added  to  by  a majority  vote  of  the  board  of 
directors,  for  which  purpose  the  board  of  directors  shall  be  convened, 
by  notice  in  writing  to  each  director,  expressing  the  alteration,  amend- 
ment or  addition  proposed  to  be  made,  and  the  yeas  and  nays  shall  be 
taken  and  recorded  in  the  book  of  minutes  on  each  question;  it  may 
regulate  the  amount  of  premium,  and  the  mode,  manner,  time  and  in- 
stalments of  the  payment  of  the  same ; it  shall  possess  all  the  powers 
usually  vested  in  boards  of  directors  not  inconsistent  with  the  pro- 
visions of  this  act. 

Sec.  12.  And  be  it  enacted,  That  the  capital  of  the  company  may  be 
increased  indefinitely  by  the  accumulation  of  profits,  and  be  invested 
over  and  above  the  said  one  hundred  thousand  dollars  in  real  and  per- 
sonal property  in  the  manner  and  at  the  times  determined  upon  by  the 
said  board  of  directors. 

Sec.  13.  And  be  it  enacted.  That  the  holders  of  the  said  guarantee 
capital  shall  be  entitled  to  an  annual  dividend  not  exceeding  seven  per 
centum,  the  first  payment  thereof  to  be  made  at  the  expiration  of  one 
year  from  the  date  of  the  issue  of  the  first  policy  by  the  company. 

Sec.  14.  And  be  it  enacted.  That  the  board  of  directors  shall,  every 
three  years  or  oftener,  in  their  discretion,  after  having  reserved  a sum 
sufficient  to  pay  the  said  dividend,  and  after  having  made  an  adequate 
provision  for  outstanding  policies  and  the  payment  of  the  current  ex- 
penses and  losses  of  the  company,  ascertain  the  net  profits  of  the  busi- 
ness of  the  company,  and  pay  one-eighth  of  the  same  to  the  holders  of 
the  said  guarantee  capital,  and  equitably  credit  the  holders  of  the  sev- 
eral classes  of  participating  policies  with  the  remaining  seven-eights, 
and  determine  the  time  and  manner  of  paying  the  same. 

Sec.  15.  And  be  it  enacted,  That  any  person  insuring  in  the  com- 
pany who  shall  omit  any  premium  or  any  periodical  payment  due  from 
him  to  the  company  shall  thereby  forfeit  to  the  company  all  claims 
under  his  policy  and  all  previous  payments  made  bv  him.  unless  there 
be  expressed  in  his  policy  a non-forfeiture  of  the  same. 

Sec.  16.  And  be  it  enacted.  That  the  board  of  directors  may,  for 
the  benefit  of  the  company,  purchase  all  policies  of  insurance  and  other 


MARYLAND  LIFE. 


143 


obligations  issued  by  the  company,  and  may  also  extinguish  by  purchase 
all  claims  and  demands  of  the  policyholders. 

Sec.  17.  And  be  it  enacted,  That  it  shall  be  lawful  for  any  married 
woman,  by  herself  and  in  her  name,  or  in  the  name  of  any  third  person, 
with  his  consent,  as  her  trustee,  to  cause  to  be  insured  in  said  com- 
pany, for  her  sole  use,  the  life  of  her  husband  for  any  definite  period, 
or  for  the  term  of  his  natural  life,  and  in  case  of  her  surviving  her 
said  husband,  the  sum  or  net  amount  of  the  insurance  becoming  due 
and  payable  by  the  terms  of  the  insurance  shall  be  payable  to  her,  to 
and  for  her  own  use,  free  from  the  claims  of  the  representatives  of  her 
husband  or  of  any  of  his  creditors.  In  case  of  the  death  of  the  wife 
before  the  decease  of  the  husband,  the  amount  of  insurance  may  be 
made  payable,  after  the  death  of  the  husband,  to  her  children,  or,  if 
under  age,  to  their  guardian  for  their  use.  In  the  event  of  there  being 
no  children,  she  may  have  power  to  devise,  and,  if  dying  intestate,  then 
to  go  to  the  next  of  kin. 

Sec.  18.  And  be  it  enacted,  That  this  act  shall  take  effect  from  the 
date  of  its  passage. 


144 


CHARTERS  OF  LIFE  INSURANCE  COMPANIES. 


MASSACHUSETTS  MUTUAL  LIFE  INSURANCE  COMPANY. 


Be  it  enacted  by  the  Senate  and  House  of  Representatives  in  General 
Court  assembled,  and  by  the  authority  of  the  same,  as  follows  : 

Sec.  i.  [Title.) — Alexander  H.  Avery,  James  M.  Thompson,  Wil- 
liam Rice,  their  associates  and  successors,  are  hereby  made  a corpora- 
tion, by  the  name  of  the  “Massachusetts  Mutual  Life  Insurance  Com- 
pany,” in  the  town  of  Springfield,  for  the  purpose  of  making  insurance 
on  lives,  with  all  the  powers  and  privileges  and  subject  to  all  the  duties, 
liabilities  and  restrictions  set  forth  in  the  forty-fourth  chapter  of  the 
revised  statutes. 

Sec.  2.  [Capital.] — There  shall  be  an  original  guarantee  capital 
stock  subscribed  to  the  said  corporation,  which  shall  be  one  hundred 
thousand  dollars,  to  be  divided  into  shares  by  the  corporation,  half  of 
which  shall  be  paid  in,  in  money,  before  the  said  corporation  shall  go 
into  operation  for  the  purpose  of  making  insurance ; the  other  half  of 
the  said  stock  may  be  called  for  by  the  directors,  from  time  to  time, 
when  they  deem  it  necessary  or  expedient,  and  shall  be  paid  in  by  the 
holders  of  the  stock  which  shall  always  stand  pledged  to  the  corpora- 
tion, for  all  such  assessments  so  called  for. 

Sec.  3.  [First  Board  of  Directors.) — At  the  first  meeting  of  the 
corporation,  a number  of  directors,  not  less  than  eight,  shall  be  chosen 
by  the  subscribers  to  the  guarantee  stock,  who  shall  hold  their  offices 
for  one  year,  and  until  others  shall  be  chosen  in  their  stead : at  all  sub- 
sequent elections  of  directors,  the  number  shall  be  such  as  may  be  pro- 
vided for  by  a previous  vote  of  the  directors,  not  less  than  seven,  or  by- 
law of  the  corporation ; and  in  case  of  no  provision  on  this  subject,  the 
number  shall  be  the  same  as  at  the  first  election,  one-half  of  whom  shall 
be  elected  by  the  stockholders,  and  the  other  half  by  the  assured  mem- 
bers who  are  not  holders  of  guarantee  stock,  voting  in  separate  bodies ; 
the  directors  shall  all  be  either  stockholders  or  assured,  and  on  ceasing 
to  be  such  shall  cease  to  hold  the  said  office. 

Sec.  4.  [Dividends  to  Stockholders.) — Whenever  the  net  surplus 
receipts  of  the  corporation,  over  the  losses  and  expenses,  and  after  the 
providing  for  risks,  shall  be  sufficient  for  the  purpose,  the  stockholders 
shall  be  entitled  to  an  annual  dividend  of  seven  per  cent,  or  to  such  less 
dividend  as  may  be  agreed  upon  at  the  time  of  subscribing  for  the 
stock ; and  in  case  such  dividends  shall  not  be  made  in  anv  one  vear.  it 


MASSACHUSETTS  MUTUAL  LIFE. 


145 


shall  be  made  good  at  a subsequent  period,  when  the  net  resources  of 
the  company  shall  be  sufficient  for  paying  the  same. 

Sec.  5.  [Investments.] — The  funds  of  the  said  corporation  shall  be 
invested  in  such  purchases  and  loans  as  are  permitted  to  savings  banks, 
in  the  seventy-eighth  and  seventy-ninth  sections  of  the  thirty-sixth 
chapter  of  the  revised  statutes,  and  in  the  forty-fourth  chapter  of  the 
acts  of  the  year  one  thousand  eight  hundred  and  forty-one.  The  said 
company  may  hold  real  estate  to  an  amount  not  exceeding  ten  thousand 
dollars,  for  the  purpose  of  securing  suitable  offices  for  the  institution. 

Sec.  6.  [Redemption  of  Guarantee  Stock.] — After  providing  for 
risks,  losses,  incidental  expenses  and  dividends,  as  aforesaid,  the  di- 
rectors shall  set  apart  one-quarter  of  the  estimated  surplus  funds  and 
receipts  as  a reserved  fund,  to  be  applied  to  the  redemption  of  the  guar- 
antee stock,  and  whenever,  after  the  expiration  of  ten  years  from  the 
time  of  organizing  the  company,  the  amount  of  such  reserve  fund  shall 
be  sufficient  for  the  purpose,  and  the  assured  shall  vote  to  redeem  the 
said  guarantee  stock,  the  same  shall  be  redeemed. 

Sec.  7.  [ Policyholders  to  Choose  Directors .] — Upon  the  redemp- 

tion and  extinguishment  of  the  guarantee  stock,  under  the  provisions 
of  the  sixth  section,  the  directors  shall  be  chosen  by  the  assured. 

Sec.  8.  [Dividends  to  Policyholders.] — At  the  expiration  of  every 
period  of  five  years  from  the  time  of  the  organization  of  the  company, 
the  remaining  three-quarters  of  the  estimated  surplus  funds  and  re- 
ceipts shall  be  reimbursed  to  and  among  the  assured  in  proportion  to 
the  whole  amount  of  premiums  paid  during  the  preceding  five  years. 

Sec.  9.  [Payment  to  General  Hospital.] — The  said  corporation 
shall,  on  the  third  Monday  of  January,  in  every  year,  pay  over  to  the 
trustees  of  the  Massachusetts  General  Hospital,  one-third  of  the  net 
profits,  if  any,  which  shall  have  arisen  from  insurance  on  lives,  made 
during  the  preceding  year. 

House  of  Representatives,  May  10,  1851.  Passed  to  be  enacted. 

N.  P.  BANKS,  JR.,  Speaker. 

In  Senate,  May  14,  1851.  Passed  to  be  enacted. 

HENRY  WILSON,  President. 

May  15,  1851.  Approved.  GEORGE  S.  BOUTWELL. 


May  Increase  its  Investments  in  Real  Estate. 

Be  it  enacted  by  the  Senate  and  House  of  Representatives  in  General 
Court  assembled,  and  by  the  authority  of  the  same,  as  follows : 
Sec.  1.  The  Massachusetts  Mutual  Life  Insurance  Company  is 
hereby  authorized  to  hold  real  estate  in  the  city  of  Springfield,  to  an 


146 


CHARTERS  OF  LIFE  INSURANCE  COMPANIES. 


amount  not  exceeding  in  cost  forty  thousand  dollars,  in  addition  to  the 
amount  of  ten  thousand  dollars  now  authorized  to  be  held  by  them. 
Sec.  2.  This  act  shall  take  effect  upon  its  passage. 

House  of  Representatives,  February  29,  1864.  Passed  to  be  enacted. 

ALEX  H.  BULLOCK, 
Speaker. 

In  Senate,  March  2,  1864.  Passed  to  be  enacted. 

J.  E.  FIELD, 
President. 

March  3,  1864.  Approved.  JOHN  A.  ANDREW. 


May  Purchase  a Building. 

Be  it  enacted  by  the  Senate  and  House  of  Representatives  in  General 
Court  assembled,  and  by  the  authority  of  the  same,  as  follows : 

Sec.  1.  The  Massachusetts  Mutual  Life  Insurance  Company  is 
hereby  authorized  to  invest  an  amount  not  exceeding  fifty  thousand  dol- 
lars in  the  purchase  of  real  estate  in  the  city  of  Springfield,  for  the  site 
of  a building,  to  be  used  wholly  or  in  part,  for  the  purpose  of  said  cor- 
poration, and  for  the  erection  and  preparation  of  said  building,  said 
amount  to  be  in  addition  to  fifty  thousand  dollars  now  authorized  to  be 
held  by  said  company  in  real  estate ; and  all  income,  if  any,  arising 
from  such  real  estate  shall  be  devoted  exclusively  to  the  interests  of 
said  corporation. 

Sec.  2.  Said  company  is  hereby  authorized  to  redeem  at  par,  and  ex- 
tinguish, all  or  any  part  of  its  original  guarantee  capital  stock,  when- 
ever so  directed  by  a vote  of  the  assured,  and  to  appropriate  for  this 
purpose  so  much  of  its  funds  as  may  be  necessary. 

House  of  Representatives,  February  17,  1866.  Passed  to  be  enacted. 

JAMES  M.  STONE, 
Speaker. 

In  Senate,  February  19,  1866.  Passed  to  be  enacted. 

JOSEPH  A.  POND, 
President. 

February  20,  1866.  Approved.  ALEX  H.  BULLOCK. 


EXTRACTS  FROM  THE  BY-LAWS. 

Sec.  1.  Annual  Meeting. — The  annual  meeting  of  the  company  shall  be  held 
on  the  third  Wednesday  of  January  in  each  year,  at  two  o’clock  in  the  afternoon, 
at  its  office  in  Springfield,  Massachusetts,  for  the  election  of  directors,  and  the 
transaction  of  such  other  business  as  may  properly  come  before  it. 

Sec.  2.  Special  Meetings. — Special  meetings  of  the  company  may  be  called  at 
any  time  by  the  president,  and  shall  be  called  by  the  directors’  upon  the  written 


MASSACHUSETTS  MUTUAL  LIFE. 


*47 


application  of  fifty  policyholders ; the  application  and  the  call  for  a special  meet- 
ing shall  specify  the  matters  proposed  to  be  acted  upon  at  said  meeting. 

Sec.  3.  Notice  of  Meetings. — Notice  of  each  meeting  of  the  company  shall 
be  given  by  the  secretary  in  accordance  with  these  by-laws  or  in  pursuance  of  a 
vote  of  the  directors,  by  publication  in  one  or  more  newspapers  printed  in  Spring- 
field,  one  of  said  publications  to  be  at  least  ten,  but  not  more  than  fifteen,  days 
before  the  day  of  said  meeting. 

Sec.  4.  Voting. — Every  policyholder  shall  be  a member  of  the  company  and 
shall  be  entitled  to  one  vote,  and  one  vote  additional  for  each  five  thousand 
dollars  of  insurance  in  excess  of  the  first  five  thousand  dollars.  Absent  policy- 
holders may  vote  by  proxy,  in  accordance  with  the  provisions  of  law  applicable 
thereto.  Twelve  policyholders  shall  constitute  a quorum  for  the  transastion  of 
business. 

Sec.  5.  Board  of  Directors. — There  shall  be  a board  of  twenty  directors, 
elected  by  ballot,  all  of  whom  shall  be  members  of  the  company.  Five  directors 
shall  constitute  a.  quorum  for  the  transaction  of  business. 

The  directors  already  elected  shall  hold  office  for  the  terms  for  which  they 
were  severally  chosen.  At  each  annual  meeting  there  shall  be  five  directors 

elected  to  hold  office  for  the  term  of  four  years,  and  until  others  shall  be  elected 

in  their  places.  The  resignation  of  a director  when  presented  or  delivered  in 
writing  to  the  president  of  the  company,  or  to  the  vice-president  acting  in  his 

stead  between  the  dates  for  holding  the  annual  meetings  of  the  company,  shall 

become  effective  upon  its  written  acknowledgment  by  such  officer.  Vacancies  in 
the  board,  occasioned  by  death,  resignation,  or  otherwise,  may  be  filled  by  the 
board,  the  person  so  elected  to  hold  office  until  the  next  annual  meeting,  when 
directors  for  the  remainder  of  the  unexpired  terms  may  be  elected  by  the 
company. 

Sec.  6.  Meetings  of  Directors. — Regular  meetings  of  the  directors  shall  be 
held  on  the  fourth  Wednesday  of  January,  April,  July  and  October,  in  each  year, 
at  2 o’clock  p.  m.,  or  at  such  other  hour  as  may  be  fixed  by  the  board.  Special 
meetings  of  the  board  may  be  called  at  any  time  by  direction  of  the  president,  or 
by  the  secretary  upon  the  written  request  of  not  less  than  five  directors. 

Sec.  7.  Election  of  Officers. — At  the  regular  meeting  of  the  directors  in  Janu- 
ary of  each  year,  they  shall  elect  by  ballot,  from  their  own  number,  a president, 
vice-president,  a second  vice-president  and  five  members  of  the  finance  com- 
mittee ; they  shall  also  elect  by  ballot  a secretary,  actuary,  and  one  or  more 
medical  directors ; said  officers  and  the  members  of  said  committee  shall  hold 
office  until  the  election  of  their  successors. 

The  directors  may  also  elect  by  ballot  at  said  meeting  one  or  more  assistant 
secretaries,  and  an  assistant  actuary,  who  shall  hold  office  until  the  first  regular 
meeting  of  the  directors  following  the  next  annual  meeting  of  the  company.  In 
the  absence  or  inability  of  the  secretary,  his  duties  may  be  performed  by  an 
assistant  secretary,  except  as  otherwise  provided  by  these  by-laws,  and  in  the 
absence  or  inability  of  the  actuary  his  duties  may  be  performed  by  the  assistant 
actuary. 

At  said  regular  meeting  the  president  may  appoint,  subject  to  the  approval  of 
the  directors,  the  following  named  additional  officers : counsel,  superintendent  of 
loans,  superintendent  of  agencies,  auditor,  chief  accountant,  and  inspector  of 
agencies  and  risks;  also,  subject  to  such  approval,  the  following  committees: 
agency  committee,  committee  on  death  claims,  auditing  committee. 


148 


CHARTERS  OF  LIFE  INSURANCE  COMPANIES. 


All  officers  elected  or  appointed  by  the  directors,  or  appointed  by  the  president 
with  their  approval,  and  the  members  of  all  standing  committees,  except  as  other- 
wise provided  by  these  by-laws,  shall  hold  office  until  the  first  regular  meeting 
of  the  directors,  following  the  next  annual  meeting  of  the  company,  and  vacancies 
among  such  officers  or  in  any  committee  may  be  filled  for  the  remainder  of  the 
unexpired  term  at  any  meeting  of  the  directors. 

The  directors  may  at  any  meeting  elect  by  ballot,  or  appoint,  such  other  officers 
and  committees  as  may  be  deemed  necessary,  whose  election  or  appointment  is 
not  otherwise  provided  for  by  these  by-laws,  and  may  define  their  duties. 


Standing  Committees. 

Sec.  13.  Finance  Committee. — The  finance  committee  shall  consist  of  six 
directors  including  the  president,  ex-officio,  and  three  members  of  said  com- 
mittee shall  constitute  a quorum  for  the  transaction  of  business. 

Said  committee  shall  have  the  control  and  management  of  the  invested  and 
other  funds,  and  of  all  other  property  owned  by  the  company,  and  of  all  business 
pertaining  thereto.  It  may  make,  or  authorize  the  president  to  make,  invest- 
ments in  bonds,  stocks,  mortgages,  and  other  securities,  and  it  may  sell,  or 
authorize  the  president  to  sell,  any  of  the  bonds,  stocks,  real  estate,  or  other  in- 
vestments or  property  owned  by  the  company ; deeds  for  real  estate  sold  shall  be 
executed  by  the  president  or  by  a vice-president.  Said  committee  shall,  except 
as  may  be  provided  by  vote  of  the  directors,  fix  the  compensation  of  the  em- 
ployees of  the  company  at  the  home  office. 

Said  committee  shall  make  written  reports  to  the  directors,  at  their  regular 
meetings,  which  reports  shall  include  a statement  of  investments  made  and  a 
summary  of  receipts  and  disbursements  during  the  previous  quarter.  It  shall 
elect  a clerk,  to  serve  during  the  pleasure  of  the  committee,  who  shall  keep  a 
record  of  all  the  business  done  by  said  committee,  which  record  shall  show  the 
names  of  the  members  present  when  any  business  is  transacted. 

Sec.  14.  Agency  Committee. — The  agfency  committee  shall  consist  of  the 
president,  ex-officio,  and  two  directors ; it  shall  have  in  charge  the  management  of 
the  agencies  of  the  company,  and  the  supervision  and  direction  of  all  agents 
employed  in  securing  applications  for  new  insurance. 

Sec.  15.  Committee  on  Death  Claims. — The  committee  on  death  claims  shall 
consist  of  three  members.  It  shall  examine  and  pass  upon  all  such  proofs  of 
death  as  may  be  submitted  to  it  by  the  president  or  secretary. 

No  death  claim  shall  be  paid  without  the  sanction  of  the  board  of  directors 
unless  such  claim  shall  have  been  approved  by  the  president,  secretary,  and  a 
majority  of  the  committee  on  death  claims. 

Sec.  16.  Auditing  Committee. — The  auditing  committee  shall  consist  of  three 
members.  It  shall  be  its  duty  to  examine  the  securities  and  books  of  the  com- 
pany ; to  pass  upon  all  accounts  and  balances,  and  current  expenses  of  the 
company;  and  to  make  a report  thereof  at  the  annual  meeting  of  the  company 
in  January,  and  to  the  board  of  directors  at  such  times  as  they  may  request. 

Sec.  1 7.  Investments  in  Company’s  Name.  Transfers,  Endorsements,  Etc. — 
All  investments  in  stocks  shall  be  made  in  the  name  of  the  company,  and  trans- 
fers of  the  same  and  of  registered  bonds  shall  be  made  by  the  president  or  a 
vice-president,  with  the  secretary  or  an  assistant  secretary.  In  all  transactions 
with  the  Treasury  Department  of  the  United  States,  either  the  president,  a vice- 


MASSACHUSETTS  MUTUAL  LIFE. 


149 


president,  or  the  secretary  of  the  company  is  hereby  authorized  to  receive  and 
receipt  for  all  money  due  and  payable  to  this  company,  and  to  endorse  checks 
and  drafts  in  its  name  and  on  its  behalf,  and  to  give  full  discharge  for  the  same. 

Sec.  18.  No  money  shall  be  withdrawn  from  any  bank  or  other  custodian  of 
the  funds  of  the  company,  except  for  the  use  of  the  company,  and  upon  the 
signature  of  the  president  or  a vice-president  with  the  signature  of  the  secretary 
or  an  assistant  secretary,  or  upon  the  signature  of  the  president,  or  a vice-presi- 
dent with  the  signature  of  a member  of  the  finance  committee.  The  president, 
either  vice-president,  the  secretary,  or  an  assistant  secretary,  may  endorse  for 
deposit  to  the  company’s  credit  all  checks,  drafts,  or  orders  for  money,  made 
payable  to  the  order  of  the  company. 

Sec.  19.  Officers’  Bonds. — The  president,  secretary,  and  each  assistant  secre- 
tary shall  separately  give  bonds  for  the  faithful  performance  of  their  respective 
duties,  with  sufficient  sureties  and  in  such  amount  as  shall  be  determined  by  the 
directors.  The  finance  committee  may  also  require  a bond  from  any  other  officer 
or  clerk  of  the  company,  with  such  surety  as  it  may  deem  proper. 

Sec.  20.  Applications  and  Policies — Premiums. — The  directors  shall  prescribe 
forms  of  applications  and  policies,  and  fix  the  rates  of  premium.  Extra  rates 
may  be  fixed  by  the  president  or  secretary. 

Sec.  21.  Amount  of  Policy. — No  policy  shall  be  issued  for  less  than  one 
hundred  dollars,  nor  for  a larger  sum  than  shall  from  time  to  time  be  fixed  by 
the  directors.  All  policies  shall  be  numbered  and  shall  be  signed  by  the  presi- 
dent and  secretary. 

Sec.  22.  Financial  Year. — The  financial  year  of  the  company  shall  end  with 
the  last  day  of  December,  annually. 

Sec.  23.  Amendments. — These  by-laws  may  be  amended,  changed,  or  repealed, 
by  a two-thirds  vote  at  any  annual  meeting  of  the  company,  provided  that  such 
proposed  amendment,  change,  or  repeal  shall  have  been  submitted  in  writing 
and  filed  with  the  secretary  at  the  last  previous  annual  meeting  of  the  company, 
or  that  copies  of  the  same  shall  have  been  filed  with  the  president  and  secretary 
of  the  company  at  least  four  months  before  the  time  for  holding  the  annual 
meeting  at  which  action  thereon  is  to  be  taken.  The  call  for  an  annual  meeting 
at  which  action  may  be  taken  upon  a proposal  to  amend,  change,  or  repeal  these 
by-laws  shall  contain  a notice  that  such  action  has  been  proposed. 

Sec.  24.  All  former  by-laws  are  hereby  repealed. 


CHARTERS  OF  LIFE  INSURANCE  COMPANIES. 


X5° 


THE  METROPOLITAN  LIFE  INSURANCE  COMPANY. 


An  act  to  amend  the  charter  of  the  National  Travelers  Insurance 
Company,  and  also  to  amend  an  act  entitled  “An  act  to  authorize 
the  National  Travelers  Insurance  Company  to  effect  insurance 
upon  the  lives  of  individuals,”  passed  April  9,  1867.  Passed  March 
24,  1868.  The  people  of  the  State  of  New  York,  represented  in 
Senate  and  Assembly,  do  enact  as  follows : 

Sec.  1.  [Amendments  to  National  Travelers  Charter.] — The 
charter  of  the  National  Travelers  Insurance  Company,  and  an  act  en- 
titled “An  act  to  authorize  the  National  Travelers  Insurance  Company 
to  effect  insurance  upon  the  lives  of  individuals,”  passed  April  9,  1867, 
are  hereby  amended  so  as  to  read  as  follows : 

Sec.  2.  [Name.] — The  name  of  the  said  National  Travelers  In- 

surance Company,  from  and  after  the  passage  of  this  act,  shall  be  the 
“Metropolitan  Life  Insurance  Company,”  and  the  same  is  continued 
and  declared  to  be  a corporation  by  that  name.  Its  principal  office  shall 
be  located  in  the  city  of  New  York. 

Sec.  3.  [Business.  ] — The  business  of  the  company  shall  be  to  make 
insurance  upon  the  lives  of  individuals,  and  every  insurance  apper- 
taining thereto  or  connected  therewith,  and  to  grant,  purchase  or  dis- 
pose of  annuities,  as  set  forth  in  the  first  department  of  the  first  section 
of  the  act  passed  June  24,  1853,  by  the  Legislature  of  the  State  of 
New  York,  entitled,  “An  act  to  provide  for  the  incorporation  of  life  and 
health  insurance  companies,  and  in  relation  to  the  agencies  of  such 
companies,”  and  this  company  shall  possess  and  enjoy  all  the  powers, 
privileges  and  franchises  granted  to,  and  shall  be  subject  to  all  the  regu- 
lations, restrictions  and  obligations  imposed  upon,  incorporations  or- 
ganized and  existing  under  the  said  act  of  June  24,  1853,  and  the 
amendments  thereto. 

Sec.  4.  [Capital.] — The  capital  of  the  said  company  shall  be  two 
hundred  thousand  dollars,  and  the  capital  stock  shall  be  divided  into 
four  thousand  shares  of  fifty  dollars  each,  which  shall  be  personal 
property,  transferable  only  on  the  books  of  the  company,  in  conformity 
with  the  by-laws  of  said  company. 

Sec.  5.  [Corporate  Power.] — The  corporate  powers  of  the  com- 
pany shall  be  vested  in  and  exercised  by  a board  of  directors,  and  by 
such  officers  and  agents  as  the  board  may  appoint  and  empower. 

Sec.  6.  [Directors.] — The  board  of  directors  shall  consist  of  not 


METROPOLITAN  LIFE. 


I5I 

less  than  thirteen,  nor  more  than  twenty-five  persons,  a majority  of 
whom  shall  be  citizens  of  the  State  of  New  York,  and  at  least  two- 
thirds  of  whom  shall  each  own  and  hold  in  his  own  right  at  least  ten 
shares  of  the  capital  stock  of  the  company,  and  the  remaining  third  may 
be  holders  of  life  or  endowment  policies,  each  paying  a premium  to 
the  company  of  at  least  one  hundred  dollars  per  annum,  or  shall  be 
entitled  to  an  annuity  of  at  least  one  hundred  dollars  per  annum  from 
the  company. 

Sec.  7.  [Quorum.] — Seven  directors  shall  constitute  a quorum  for 
the  transaction  of  business,  but  a less  number  may  meet  and  adjourn 
from  time  to  time  until  a quorum  is  present. 

Sec.  8.  [By-Laws,  etc.] — The  board  of  directors  shall  have  power 
to  make  and  prescribe  such  by-laws,  rules  and  regulations  for  the  con- 
duct of  its  affairs,  not  inconsistent  with  law  or  this  charter,  as  may  be 
deemed  expedient. 

Sec.  9.  [Additional  Powers  of  Board.] — The  board  of  directors 
shall  also  have  all  other  powers  usually  vested  in  boards  of  directors 
of  life  insurance  or  annuity  companies,  not  inconsistent  with  the  con- 
stitution or  laws  of  this  State,  or  with  this  charter,  and  may,  at  any 
time,  accept  and  exercise  any  or  all  additional  powers  and  privileges 
which  may  be  conferred  by  law  upon  this,  or  in  general,  upon  life  in- 
surance or  annuity  companies. 

Sec.  10.  [First  Board  of  Directors.] — The  following-named  per- 
sons, having  been  duly  elected,  shall  constitute  the  first  board  of  di- 
rectors under  this  charter,  to  wit:  James  R.  Dow,  George  C.  Collins, 
H.  A.  Jones,  S.  M.  Beard,  John  Caswell,  Joseph  F.  Knapp,  Watson 
Sandford,  J.  C.  Dimmick,  John  Davol,  Samuel  W.  Truslow,  D.  C. 
Ripley,  Wm.  M.  Raymond,  Howell  Smith,  John  H.  Morris,  John  C. 
Beale,  T.  J.  Van  Wyck,  H.  Toulmin,  Henry  D.  Polhemus,  E.  H.  Jones, 
and  shall  hold  office  until  their  successors  shall  be  elected. 

Sec.  11.  [Annual  Elections.] — Elections  for  directors  shall  be  held 
annually  on  the  second  Tuesday  of  April,  at  the  office  of  the  company, 
and  the  board  shall  give  at  least  ten  days’  notice  thereof,  in  two  daily 
newspapers  published  in  the  city  of  New  York.  Directors  shall  be  re- 
eligible,  and  vacancies  occurring  in  the  intervals  of  election  may  be 
filled  by  the  board  for  the  unexpired  term,  in  such  manner  as  the  by- 
laws of  the  company  may  provide.  Every  election  for  directors  shall 
be  by  ballot,  and  a plurality  of  votes  shall  elect.  The  first  election  under 
this  act  shall  be  held  in  April,  1869. 

Sec.  12.  [Inspectors  of  Election.] — The  board  of  directors,  pre- 
vious to  each  annual  election,  shall  appoint  three  inspectors  of  such 
election,  and  in  case  any  or  either  of  the  inspectors  so  appointed  shall 


J52 


CHARTERS  OF  LIFE  INSURANCE  COMPANIES. 


decline  to  act  or  fail  to  attend  at  the  appointed  time  and  place  of  elec- 
tion, the  president,  or,  in  his  absence,  the  vice-president  of  the  company, 
may  appoint  others  to  supply  their  places. 

Sec.  13.  [Vote  of  Stockholders.] — At  every  election  of  directors 
each  stockholder  shall  be  entitled  to  one  vote,  in  person  or  by  proxy, 
for  each  and  every  share  of  the  capital  stock  of  the  company  owned 
and  held  by  him  in  his  own  name  on  the  books  of  the  company;  and 
any  person  insured  for  one  year  before  any  election,  for  the  whole 
term  of  life,  in  the  company,  or  by  an  endowment  policy,  upon  either 
of  which  the  annual  premium  shall  not  be  less  than  $100,  and  every 
person  entitled  to  an  annuity  from  the  company  of  not  less  than  $100, 
shall  be  entitled  to  one  vote  in  person,  but  not  by  proxy ; unless  the 
same  shall  be  recorded  in  a book  kept  by  the  company  for  that  purpose, 
three  months  prior  to  any  election. 

Sec.  14.  [Election  of  Officers.] — The  board  of  directors  shall,  at 
their  first  stated  meeting  after  each  annual  election,  elect  from  their 
own  number  a president,  and  also  in  like  manner  a vice-president  of 
the  company,  who  shall  respectively  hold  office  for  the  term  of  one  year, 
and  until  their  successors  are  elected.  The  board  may  also  elect  a sec- 
retary and  such  other  officers  as  they  may  deem  requisite  who  shall  hold 
office  during  the  pleasure  of  the  board  of  directors. 

Sec.  15.  [The  Fiscal  Year.] — The  fiscal  year  of  the  company  shall 
commence  on  the  first  day  of  January,  and  shall  terminate  on  the  thirty- 
first  day  of  December,  in  each  and  every  year. 

Sec.  16.  [Valuation  of  Assets  and  Liabilities.] — On  the  first  day 
of  January  in  each  year,  or  within  sixty  days  thereafter,  a valuation 
of  the  assets  and  liabilities  of  the  company  shall  be  made ; and  after 
placing  to  the  credit  of  the  stockholders  seven  per  cent  on  the  amount 
of  the  capital  stock,  which  may  be  paid  to  the  stockholders,  one-half  on 
the  fifteenth  day  of  May,  and  the  remaining  one-half  on  the  fifteenth 
day  of  November,  and  after  providing  for  all  the  outstanding  liabili- 
ities  of  the  company,  all  the  remaining  profits  or  surplus  shall  be 
placed  to  the  credit  of  the  policyholders  who  may  be  entitled  to  par- 
ticipate in  the  profits  or  surplus  of  the  company,  in  proportion  to  the 
amount  of  premium  paid  respectively,  as  hereinafter  provided,  which 
credit  may  be  represented  by  scrip,  subject  to  all  the  provisions  of  this 
charter ; but  no  credit  or  scrip  shall  be  made  for  any  fractional  part  of 
a dollar,  nor  shall  any  policyholder  be  entitled  to  a credit  for  profits 
who  has  not  been  insured  for  three  full  years,  and  whose  policy,  for 
life,  or  endowment,  is  not  in  actual  force  at  the  time.  (As  amended 
March  27,  1874.) 

Sec.  17.  [Purchase  of  Policies.] — The  board  of  directors  may  pur- 


METROPOLITAN  LIFE. 


153 


chase  at  any  time,  for  the  benefit  of  the  company,  any  policy  of  in- 
surance, or  other  obligation  of  the  company  growing  out  of  the  busi- 
ness, and  also  any  claims  of  policyholders  for  the  profits ; but  no  officer, 
director,  agent,  or  employee  of  the  company  shall  make  any  such  pur- 
chase for  his  interest,  benefit  or  advantage. 

Sec.  18.  [Issue  of  Scrip.] — The  scrip  and  credit  to  policyholders 
shall  be  exhausted  in  payment  of  liabilities  of  the  company,  before  the 
capital  shall  be  impaired,  and  the  scrip  issued  shall  contain  a pro- 
vision to  that  effect. 

Sec.  19.  [Return  of  Deposit.] — Upon  the  passage  of  this  act,  and 
after  one  month’s  weekly  notice  in  the  State  paper,  seventy-five  per 
cent  of  the  securities  of  the  company,  lodged  with  the  Superintendent 
of  the  Insurance  Department  as  security  for  policies  heretofore  issued 
by  said  company  other  than  life,  endowment  and  annuity  policies,  shall 
be  made  payable  to  the  company,  and  returned  by  the  said  superin- 
tendent to  the  company ; and  upon  the  maturity  or  cancelment  of  the 
outstanding  policies  heretofore  issued  by  said  company  other  than  life, 
endowment  and  annuity  policies,  the  remaining  twenty-five  per  cent  of 
the  aforesaid  securities  shall  in  like  manner  be  returned  by  the  said 
superintendent  to  the  company,  on  furnishing  satisfactory  proof  of 
such  cancelment. 

Sec.  20.  [Retirement  of  Capital  Stock.] — When  the  gross  assets 
of  the  company  shall  amount  in  value  to  five  hundred  thousand  dollars, 
it  shall  be  lawful  for  the  directors  to  retire  one-half  of  the  capital  stock 
of  the  company  by  payment  to  the  stockholders  of  one-half  of  the  par 
value  of  the  stock,  and  by  issuing  to  each  stockholder,  on  such  pay- 
ment, a new  certificate,  reducing  each  stockholder’s  stock  one-half. 
Such  new  certificate  shall  represent  as  many  shares  as  did  the  old  one, 
and  each  share  of  the  new  stock  shall  be  of  the  par  value  of  twenty- 
five  dollars.  (As  amended  March  27,  1874.) 

Sec.  21,  [Policies  Previously  Issued.] — Nothing  contained  in  this 
charter  shall  be  so  construed  as  in  any  manner  interfering  with,  chang- 
ing, modifying,  releasing,  or  discharging  any  policies  heretofore  issued 
by  said  company,  or  any  liability  of  the  said  company. 

Sec.  22.  This  act  shall  take  effect  immediately. 


Amendment  to  Charter. 

An  act  to  amend  the  charter  of  the  Metropolitan  Life  Insurance  Com- 
pany, of  the  city  of  New  York.  Passed  May  17,  1883. 

The  people  of  the  State  of  New  York,  represented  in  Senate  and 
Assembly,  do  enact  as  follows : 

Sec.  1.  [Division  of  Business.] — The  Metropolitan  Life  Insurance 


154 


CHARTERS  OF  LIFE  INSURANCE  COMPANIES. 


Company  of  the  city  of  New  York  may  divide  its  business  into  two  de- 
partments, the  books  and  accounts  of  which  shall  be  kept  separate  and 
distinct,  and  which  shall  be  known  respectively  as  the  “ordinary  de- 
partment” and  the  “industrial  department.” 

Sec.  2.  [Valuation  of  Assets  and  Liabilities.] — On  the  first  day  of 
January  of  each  year,  or  within  sixty  days  thereafter,  a valuation  of 
the  assets  and  liabilities  of  the  company  shall  be  made,  and  after  pro- 
viding for  the  liabilities  of  the  “ordinary  department,”  the  net  surplus 
derived  from  the  business  of  said  department  shall  be  credited  to  such 
policyholders  of  said  department  as  may  be  entitled  to  participate  in 
such  surplus.  Then,  after  providing  for  the  liabilities  of  the  “industrial 
department”  and  interest  upon  the  capital  stock,  the  net  surplus  de- 
rived from  the  business  of  said  department  shall  be  added  to  the  capital 
stock  as  additional  security  to  the  policyholders. 

Sec.  3.  [May  Increase  its  Capital.] — The  Metropolitan  Life  In- 
surance Company  is  hereby  authorized  and  empowered  from  time  to 
time  to  increase  its  capital  stock,  to  an  amount  not  exceeding  two  mil- 
lions of  dollars,  by  the  issue  of  additional  shares  of  the  par  value  of 
twenty-five  dollars  each ; said  additional  stock  to  be  paid  in  cash,  or  by 
the  application  of  such  surplus  as  may  be  derived  from  the  business  of 
the  “industrial  department.”  Such  increased  stock  shall  be  apportioned 
pro  rata  among  the  stockholders  of  record  at  the  time  such  increase  is 
made,  and  no  greater  cash  dividend  shall  be  paid  upon  the  capital  stock 
of  said  company  than  seven  per  cent  per  annum. 

Sec.  4.  [Repealing  Clause.] — All  acts  or  parts  of  acts  inconsistent 
herewith  are  hereby  repealed,  but  no  policy  or  contract  heretofore 
issued  or  made  by  said  company  shall  be  affected  or  impaired  hereby. 

Sec.  5.  This  act  shall  take  effect  immediately. 

Chapter  492. 

An  act  to  amend  chapter  forty-nine  of  the  laws  of  eighteen  hundred  and 
sixty-eight,  passed  March  24,  1868,  entitled  “An  act  to  amend  the 
charter  of  the  National  Travelers  Insurance  Company,  and  also  to 
amend  an  act  entitled  ‘An  act  to  authorize  the  National  Travelers 
Insurance  Company  to  effect  insurance  upon  the  lives  of  indi- 
viduals/ passed  April  9,  1867.” 

Became  a law  April  10,  1902,  with  the  approval  of  the  Governor. 
Passed ; a majority  being  present. 

The  people  of  the  State  of  New  York,  represented  in  Senate  and 
Assembly,  do  enact  as  follows : 

Sec.  1.  Secs.  6 and  13  of  chapter  49  of  the  laws  of  eighteen  hun- 
dred and  sixty-eight,  passed  March  24,  1868,  entitled  “An  act  to  amend 


METROPOLITAN  LIFE. 


155 


the  charter  of  the  National  Travelers  Insurance  Company,  and  also  to 
amend  an  act  entitled  ‘An  act  to  authorize  the  National  Travelers  In- 
surance Company  to  effect  insurance  upon  the  lives  of  individuals,’ 
passed  April  9,  1867,”  are  hereby  amended  so  as  to  read  as  follows : 

Sec.  6.  The  board  of  directors  shall  consist  of  not  less  than  thir- 
teen, nor  more  than  twenty-five  persons,  a majority  of  whom  shall  be 
citizens  of  the  State  of  New  York,  and  at  least  two-thirds  of  whom  shall 
together  hold  either  in  their  own  right  or  in  a representative  capacity  a 
majority  in  amount  of  the  capital  stock  of  the  company;  and  the  re- 
maining third  may  be  holders  of  life  or  endowment  policies,  each  pay- 
ing a premium  to  the  company  of  at  least  one  hundred  dollars  per 
annum,  or  shall  be  entitled  to  an  annuity  of  at  least  one  hundred  dollars 
per  annum  from  the  company. 

Sec.  13.  At  every  election  of  directors,  each  stockholder  shall  be 
entitled  to  one  vote,  in  person  or  by  proxy,  for  each  and  every  share  of 
the  capital  stock  of  the  company  owned  and  held  by  him  in  his  own 
name  on  the  books  of  the  company ; and  any  person  insured  for  one 
year  before  any  election,  for  the  whole  term  of  life,  in  the  company, 
or  by  an  endowment  policy,  upon  either  of  which  the  annual  premium 
shall  not  be  less  than  one  hundred  dollars,  and  every  person  entitled  to 
an  annuity  from  the  company  of  not  less  than  one  hundred  dollars  shall 
be  entitled  to  one  vote  in  person,  or  by  proxy ; provided  that  the  board 
of  directors  may  further  extend,  but  shall  not  curtail  the  right  of  voting 
at  elections  for  members  of  the  board  of  directors  to  any  class  or  classes 
of  its  policy  holders,  under  such  regulations  as  they  may  prescribe, 
upon  obtaining  the  approval  of  the  Superintendent  of  Insurance  thereto 
in  writing. 

Sec.  2.  This  act  shall  take  effect  immediately. 


EXTRACTS  FROM  THE  BY-LAWS. 

Sec.  1.  The  officers  of  this  company  shall  consist  of  a president,  vice-president 
and  such  other  vice-presidents  as  the  board  of  directors  may  determine,  to  be 
numerically  designated,  beginning  with  second  vice-president,  secretary,  assistant 
secretary,  actuary,  comptroller,  medical  directors  and  such  assistant  medical 
directors  as  the  board  of  directors  may  appoint,  and  counsel. 

Sec.  2.  The  president  and  vice-president  shall  be  elected  at  a meeting  of  the 
board  of  directors,  to  be  held  on  the  fourth  Tuesday  in  April,  and  shall  each 
hold  his  office  for  a term  of  one  year,  as  provided  in  the  14th  section  of  the 
charter  of  said  company,  and  until  his  successor  is  elected. 

Sec.  3.  All  other  officers  and  assistant  officers  shall  be  appointed  by  the  board, 
and  hold  their  offices  until  their  successors  are  appointed  respectively. 

Sec.  4.  The  annual  meeting  of  the  stockholders  of  said  company  for  the  elec- 
tion of  directors,  and  the  transaction  of  such  other  business  as  shall  come  before 


JS6 


CHARTERS  OF  LIFE  INSURANCE  COMPANIES. 


them,  shall  be  held  at  the  office  of  the  company,  in  the  city  of  New  York,  on  the 
second  Tuesday  in  April,  in  each  and  every  year. 

Sec.  5.  The  board  of  directors  shall  hold  quarterly  meetings  on  the  fourth 
Tuesdays  of  January,  April,  July  and  October,  in  each  and  every  year,  to  hear  the 
reports  of  officers  and  committees,  and  for  the  transaction  of  general  business. 

Sec.  6.  Special  meetings  of  the  board  may  be  called  at  any  time  by  the  presi- 
dent ; in  his  absence,  by  the  vice-president ; and  in  the  absence  of  both,  by  the 
secretary,  or  any  three  members  of  the  board,  for  the  transaction  of  such  special 
business  as  shall  be  indicated  in  the  call  for  the  same. 

Sec.  7.  Three  inspectors  of  election  shall  be  appointed  by  the  board  of  direc- 
tors, at  their  quarterly  meeting  to  be  held  on  the  fourth  Tuesday  in  January,  to 
act  at  the  election  of  directors  next  ensuing  their  appointment. 

Sec.  8.  At  the  quarterly  meeting  to  be  held  on  the  fourth  Tuesday  of  April 
in  each  and  every  year,  there  shall  be  appointed  by  the  president,  with  the  con- 
currence of  the  board,  three  standing  committees,  of  three  members  each,  and 
which  shall  hold  their  appointments  for  one  year,  to  wit : a finance  committee,  a 
committee  on  claims,  and  an  auditing  committee. 

Sec.  14.  The  meetings  of  the  standing  committees  shall  be  at  the  call  of  the 
president ; in  his  absence,  of  the  vice-president ; in  the  absence  of  both,  of  the 
secretary;  or  at  the  call  of  the  actuary,  in  the  absence  of  all  the  above  named 
officers. 

Sec.  22.  All  moneys  received  by  the  company  shall  be  deposited  under  such 
regulations,  and  in  such  bank  or  banks  as  shall  be  designated  by  the  finance 
committee. 

Sec.  23.  All  checks  shall  be  signed  by  two  of  the  following  officers : President, 
vice-president,  the  other  vice-presidents,  secretary,  assistant  secretary,  actuary, 
medical  director  and  assistant  medical  director,  manager  of  the  ordinary  depart- 
ment and  manager  of  the  intermediate  branch,  but  the  signature  of  the  president 
may  be  printed  in  fac-simile  upon  the  checks. 

Sec.  24.  The  president  or  vice-president  and  secretary  or  actuary  shall  make 
all  statements  of  the  affairs  of  the  company  required  by  law. 

Sec.  25.  All  policies  in  the  ordinary  department  except  those  issued  out  of 
the  intermediate  branch  and  annuity  bonds  shall  be  signed  by  two  of  the  follow- 
ing officers : president,  vice-president,  the  other  vice-presidents,  secretary  and 
actuary,  medical  directors  and  assistant  medical  directors.  Policies  in  the  in- 
dustrial department  and  the  intermediate  branch  of  the  ordinary  department  shall 
not  be  signed,  but  shall  have  printed  fac-simile  signatures  of  the  president  and 
secretary,  and  shall  be  issued  under  the  rules  prescribed  by  the  officers. 

Sec.  26.  The  shares  of  the  stock  of  the  company  shall  be  transferable  only  on 
the  books  of  the  company,  on  surrender  of  the  certificate  representing  the  same. 
All  certificates  of  stock  shall  be  signed  by  the  president  and  secretary,  or  assist- 
ant secretary  or  actuary  or  one  of  the  vice-presidents,  and  no  certificates  shall 
be  signed  by  either  of  the  said  officers  in  blank,  at  any  time. 

Sec.  27.  It  shall  be  the  duty  of  any  and  all  of  the  officers  of  the  company  to 
meet  the  president  upon  his  call,  from  time  to  time,  as  he  may  designate,  to  con- 
sult and  receive  suggestions  upon  such  matters  as  the  president  may  deem 
proper  to  bring  before  them,  or  either  or  any  of  them. 

Sec.  28.  These  by-laws  may  be  altered  and  amended  only  by  a vote  of  two- 
thirds  of  the  directors  present,  at  a regular  or  adjourned  meeting,  upon  written 
notice,  stating  the  proposed  alteration  or  amendment,  read  at  a meeting  of  the 
board,  at  least  thirty  days  before  the  same  shall  be  acted  upon. 


MICHIGAN  MUTUAL  LIFE. 


157 


MICHIGAN  MUTUAL  LIFE  INSURANCE  COMPANY. 


[ Declaration .] — The  undersigned  charter  officers  of  the  “Michigan 
Mutual  Life  Insurance  Company,”  a corporation  organized  and  ex- 
isting under  the  act  of  the  Legislature  of  the  State  of  Michigan  en- 
titled, “An  act  for  the  incorporation  of  insurance  companies,  and  de- 
fining their  duties  and  powers,”  approved  February  15,  1859,  and  the 
acts  amendatory  thereof,  in  order  to  reorganize  said  company  under 
another  act  of  the  Legislature  of  Michigan  entitled,  “An  act  in  rela- 
tion to  life  insurance  companies  transacting  business  within  this  State," 
approved  March  30,  1869,  being  first  duly  authorized  so  to  do  by  a 
meeting  of  the  company  regularly  called  and  held,  do  make  and  enter 
into  the  following  articles  of  association  and  of  re-organization,  on  be- 
half of  said  company;  that  is  to  say: 

Article  i.  Sec.  i.  [Incorporators.] — The  names  of  the  asso- 
ciates and  their  places  of  residence  are  as  follows : John  J.  Bagiev, 
Wm.  A.  Moore,  J.  S.  Farrand,  A.  Sheley,  R.  W.  King,  Wm.  Oakes, 
Gustavus  Doeltz,  Feist  Rothschild,  Edward  Lefavour,  A.  C.  Porter, 
E.  S.  Heineman,  C.  S.  Whitbeck,  M.  C.  Fechheimer,  Wm.  A.  Throop, 
D.  J.  Workum,  W.  S.  Wood,  T.  W.  Palmer,  Geo.  R.  Angell,  Wm.  F. 
Raynolds,  Laura  Kaichen,  Wm.  Duncan,  I.  Kauffman,  Herman  Kiefer, 
John  T.  Liggett,  Duane  Doty,  Wilkins  & Co.,  T.  H.  Hinchman,  A.  H. 
Wilkinson,  M.  S.  Smith,  A.  Wilkins,  trustee;  W.  H.  Brace,  Eunice  T. 
Wilson,  Geo.  W.  Lee,  Wm.  J.  Chittenden,  Chas.  D.  Stevens,  Henry 
Weber,  Wm.  Phelps,  E.  C.  Walker,  Geo.  Foote,  Chas  H.  Wilkins,  G. 
S.  Wormer,  R.  A.  Liggett,  Regina  Bichele,  Adaline  T.  Barnes,  Robert 
Hosie,  Chas.  B.  Phelps,  all  of  Detroit,  Mich. ; Aaron  F.  Leopold,  Mil- 
waukee, Wis. ; H.  R.  Gardner,  E.  O.  Grosvenor,  Jonesville,  Mich. ; N. 

G.  Isbell,  Lansing,  Mich. ; P.  B.  Loomis,  Jackson,  Mich. ; T.  M.  Cooley, 
John  N.  Gott,  H.  S.  Frieze,  Ann  Arbor,  Mich. ; Wm.  A.  Richmond,  T. 
D.  Gilbert,  F.  B.  Gilbert,  Grand  Rapids,  Mich. ; F.  W.  Judd,  Wm.  B. 
McCreery,  Flint,  Mich. ; E.  J.  Hough,  Wm.  S.  Wilcox,  Adrian,  Mich. ; 

H.  C.  Thurber,  James  Andrews,  S.  Baldwin,  B.  G.  Stout,  T.  A.  Flower, 
Pontiac,  Mich. ; John  Johnson,  Port  Huron,  Mich. ; C.  J.  Dickerson, 
A.  F.  Whelan,  Hillsdale,  Mich.;  Sylvanus  Warren,  Wyandotte,  Mich.; 
R.  P.  Aldrich,  Parma,  Mich. ; C.  K.  Robinson,  East  Saginaw,  Mich. ; 
J.  H.  Nelson,  San  Francisco,  Cal. ; Mary  J.  Heath,  Brooklyn,  N.  Y. 

Article  2.  Sec.  i.  [Name.] — The  said  company  shall  continue 


158 


CHARTERS  OF  LIFE  INSURANCE  COMPANIES. 


to  be  known  by  the  name  of  the  Michigan  Mutual  Life  Insurance  Com- 
pany, and  its  principal  office  for  the  transaction  of  business  shall  con- 
tinue to  be  as  now  established  in  the  city  of  Detroit,  Mich.  The  period 
for  which  it  is  to  be  incorporated  is  thirty  years  from  the  date  thereof ; 
but  should  any  amendment  be  hereafter  adopted  to  the  constitution  of 
the  State  which  shall  authorize  such  corporation  to  organize  for  per- 
petual existence  or  for  any  longer  period  than  thirty  years,  then  this 
corporation,  before  said  thirty  years  shall  expire,  shall  take  steps  for 
reorganization  and  extension  of  corporate  authority  as  contemplated 
and  authorized  by  Sec.  24  of  the  act  last  aforesaid. 

Article  3.  Sec.  i.  [Business.] — The  purpose  of  the  incorpora- 
tion shall  be  to  make  insurance  upon  the  lives  of  individuals,  and  every 
insurance  pertaining  thereto,  and  to  grant,  purchase  and  dispose  of 
annuities. 

Article  4.  Sec.  i.  [Board  of  Directors.] — The  corporate  powers 
of  the  company  shall  be  exercised  by  a board  of  directors,  which  shall 
consists  of  twenty-one  members,  which  may  be  increased  at  the  option 
of  the  board  to  not  more  than  forty.  The  first  meeting  for  the  election 
of  directors  shall  be  called  by  the  present  officers,  and  held  as  soon  as 
practicable  after  these  articles  shall  take  effect. 

Sec.  2.  [Directors  Divided  into  Classes.] — No  person  shall  be 
eligible  who  is  not  owner  of  at  least  ten  shares  of  the  guarantee  capital 
of  the  company,  and  at  least  two-thirds  of  the  directors  shall  be  resi- 
dents of  the  State  of  Michigan.  The  board,  at  their  first  meeting,  shall 
divide  themselves  by  lot  into  three  equal  classes  as  near  as  may  be, 
whose  terms  of  office  shall  expire  at  the  end  of  one,  two  and  three 
years  respectively,  and  thereafter  one-third  of  the  directors  shall  be 
chosen  annually  for  the  class  whose  term  then  expires,  who  shall  hold 
office  for  three  years,  or  until  their  successors  are  elected ; but  the  first 
board  of  directors  whose  terms  shall  not  have  expired  previous  to  the 
last  Tuesday  in  January,  shall  continue  in  office  until  the  last  Tuesday 
in  January  following.  The  election  of  directors  shall  be  had  at  the 
annual  meeting  of  the  company,  which  shall  be  held  on  the  last  Tues- 
day in  January  at  the  office  of  the  company  in  Detroit.  They  shall  be 
chosen  bv  ballot,  and  a majority  of  all  the  votes  cast  shall  elect.  Every 
shareholder  shall  be  entitled  to  one  vote  for  directors  for  every  share 
of  guarantee  capital  standing  in  his  name  on  the  books  of  the  com- 
pany, and  may  vote  in  person  or  by  proxy.  And  every  policyholder 
insured  in  this  company  for  the  period  of  his  natural  life  in  the  sum  of 
not  less  than  five  thousand  dollars,  shall  also  be  entitled  to  one  vote  in 
the  annual  election  of  directors,  which  vote  must  be  given  in  person. 

Sec.  3.  [Vacancies.] — Vacancies  occurring  in  the  board  of  direc- 


MICHIGAN  MUTUAL  LIFE 


159 


tors  in  the  interval  of  elections,  shall  be  filled  by  the  board,  and  if  the 
board  at  any  time  adds  to  the  number  of  directors,  it  shall  elect  the  new 
members  to  hold  office  until  the  next  annual  meeting,  when  such  addi- 
tional members  shall  be  chosen  by  the  company,  and  classified  as  to 
term  of  office  in  the  same  manner  as  directors  are  classified  at  the  first 
meeting ; provided,  however,  the  board  shall  not  have  the  power  to  in- 
crease the  number  and  elect  such  new  directors,  unless  a majority  of 
all  the  directors  be  present.  Seven  directors  shall  constitute  a quorum 
for  the  transaction  of  business.  At  the  first  meeting  after  reorganiza- 
tion, and  at  their  first  meeting  after  the  annual  election  in  each  year, 
they  shall  elect  from  their  number  a president  and  vice-president,  to 
hold  office  for  the  ensuing  year ; and  they  may  also  appoint  a secretary, 
an  actuary,  and  such  others  officers  and  agents  as  the  by-laws  may  pro- 
vide for,  whose  appointments  shall  be  during  the  pleasure  of  the  board. 
Directors  shall  not  be  eligible  to  the  office  of  actuary. 

Article  5.  Sec.  i.  [Fiscal  Year.] — The  fiscal  year  of  the  com- 
pany shall  commence  on  and  With  the  first  day  of  January  in  each 
year,  and  shall  terminate  on  and  with  the  thirty-first  day  of  December 
following. 

Sec.  2.  [Valuation  of  Policies.] — On  the  first  day  of  January, 
A.  D.,  1871,  or  immediately  thereafter,  and  at  the  same  time  in  each 
succeeding  year,  the  directors  shall  cause  a valuation  of  the  outstand- 
ing policies  to  be  made,  and  after  reserving  a sufficient  sum  to  reinsure 
all  outstanding  risks  and  meet  all  other  obligations  as  required  by  law, 
the  surplus  arising  from  participating  policies  shall  be  equitably 
divided  among  such  policyholders,  either  in  cash  or  to  the  purchase  of 
additional  insurance,  or  to  the  reduction  of  future  premium. 

Article  6.  Sec.  i.  [Capital  Stock.] — The  amount  of  the  guar- 
antee capital  stock  of  said  company  is  two  hundred  and  fifty  thousand 
dollars.  The  holders  of  the  guarantee  capital  shall  be  entitled  to  a 
semi-annual  interest  of  five  per  cent  on  the  amount  of  capital  stock 
held  by  them  respectively,  payable  in  such  manner  as  the  directors  shall 
prescribe. 

Article  7.  Sec.  i.  [Annual  Meeting.] — The  time  for  holding  the 
annual  meeting  of  the  company  shall  be  as  above  provided,  and  ten 
days’  previous  notice  thereof  shall  be  advertised  by  the  board  in  at 
least  two  of  the  daily  papers  of  Detroit. 

Article  8.  Sec.  i [Contracts  of  Old  Company.] — It  is  under- 
stood fully  that  nothing  in  these  articles  of  reorganization  is  in  any 
manner  to  interfere  with,  change,  modify,  release,  or  discharge  any 
policy  heretofore  issued,  or  any  contracts  heretofore  made  with  or  by 
said  company,  or  by  any  liability  whatsoever  of  the  said  company,  or 


i6o 


CHARTERS  OF  LIFE  INSURANCE  COMPANIES. 


to  the  same.  This  instrument  of  reorganization  shall  take  effect  on 
the  eighth  day  of  July,  1870. 

JOHN  J.  BAGLEY, 

President. 

J.  S.  FARRAND, 

Vice  President , 
JOHN  T.  LIGGETT,  < 
Secretary. 


EXTRACTS  FROM  THE  BY-LAWS. 

Sec.  1.  Meetings  of  Board. — Stated  meetings  of  the  board  of  directors  shall 
be  held  on  the  last  Tuesday  of  January,  April,  July  and  October,  at  the  office  of 
the  company,  at  which  times  a report  shall  be  made  by  the  secretary  of  the  busi- 
ness of  the  company  for  the  preceding  quarter  (quarters  to  end  on  the  last  days 
of  March,  June,  September  and  December),  stating  the  number  of  policies  issued, 
and  the  amount  insured  thereby ; the  receipts,  and  from  what  sources ; the  ex- 
penditures, investments,  and  cash  on  hand;  the  amounts  due  and  unpaid,  and  a 
general  balance  sheet  exhibiting  a full  statement  of  the  funds,  investments,  pay- 
ments, and  all  claims  for  losses.  At  the  annual  meeting  of  the  company,  as 
provided  for  by  the  charter,  a complete  report  shall  be  made,  by  the  officers,  of 
the  business  for  the  preceding  year,  stating  the  number  of  policies  issued,  and  the 
amount  insured  thereby;  the  number  of  policies  which  have  ceased  to  be  in  force; 
for  what  causes,  and  the  amount  or  risks  marked  off  thereby;  the  number  of 
policies  in  force  at  the  end  of  the  year,  and  the  amount  insured  thereby ; the 
total  receipts,  and  from  what  sources ; the  expenditures,  and  for  what  purposes ; 
the  assets  of  the  company,  and  the  items  composing  the  same ; the  liabilities,  and 
for  what  account. 

Sec.  2.  Special  Meetings. — Special  meetings  of  the  board  may  be  called  by 
either  the  president  or  secretary,  at  their  discretion ; and  it  shall  be  the  duty  of 
the  secretary  to  call  a meeting  of  the  board  whenever  requested  to  do  so,  in 
writing,  by  three  directors.  A written  or  printed  notice  of  all  special  meetings 
shall  be  served  on  each  of  the  directors,  personally,  or  through  the  postoffice, 
which  shall  specify  the  object  of  said  meeting,  and  no  business  shall  be  taken 
up  or  acted  upon  at  such  meeting,  except  that  mentioned  in  the  notice,  unless  by 
unanimous  consent. 

Sec.  8.  Bonds. — The  president,  vice-presidents  and  secretary  shall  each  give 
a bond  for  the  faithful  performance  of  his  trusts  for  such  an  amount,  and  with 
such  sureties  as  shall  be  approved  by  the  board  of  directors.  Every  bond  so  taken 
shall  be  drawn  so  as  to  remain  in  force  until  another  bond  be  substituted  and 
approved  by  the  board  of  directors. 

Sec.  9.  Insurance  Contracts. — The  president,  or  one  of  the  vice-presidents 
and  secretary,  shall  have  power  to  make  contracts  for  insurance  on  life,  and  for 
annuities,  in  conformity  with  rules  and  regulations  of  the  board  of  directors  for 
the  time  being. 

Sec.  10.  Committees. — There  shall  be  three  standing  committees,  viz. : com- 
mittee on  finance ; committee  on  insurance ; committee  on  accounts. 

They  shall  be  elected  annually,  by  bsllot,  in  the  month  of  January,  by  the  board 


MICHIGAN  MUTUAL  LIFE. 


161 


of  directors,  and  shall  hold  their  offices  until  their  successors  are  elected.  Vacan- 
cies occurring  shall  be  filled  by  the  board  of  directors,  at  their  next  regular  meet- 
ing, but  may  be  filled  at  any  special  meeting  called  for  that  purpose. 

Sec.  ii.  Finance  Committee. — The  finance  committee  shall  consist  of  four 
directors,  besides  the  president,  three  of  whom  shall  constitute  a quorum,  but 
when  three  members  shall  not  be  present  at  any  meeting  called,  the  secretary, 
or  in  his  absence  the  assistant  secretary,  shall  act  as  a member  of  such  com- 
mittee. They  shall  supervise  and  direct  all  the  investments,  temporary  and 
otherwise,  of  the  funds  of  the  company,  and  the  manner  in  which  the  accounts 
shall  be  kept,  and  may  direct  the  release  of  mortgaged  premises  and  change  of 
investments  or  securities,  and  shall  consult  and  advise  with  the  officers  of  all 
matters  connected  with  the  finances  of  the  company,  and  the  declarations  of  divi- 
dends. All  matters  pertaining  to  the  salaries  of  the  employees  of  the  company 
shall  be  referred  to  them. 

Sec.  16.  Funds,  How  Invested. — The  funds  of  the  company  shall  be  invested 
as  follows,  viz. : On  bond  and  mortgage  security  on  real  estate,  on  bonds  or 
stocks  deposited  with  the  company  as  collateral  security,  or  in  bonds  of  the 
United  States  or  State  of  Michigan. 

The  finance  committee  shall  not  be  at  liberty  to  make  any  loan  upon  real  estate 
for  a greater  amount  than  one-half  the  value  of  the  property  offered  as  security ; 
and  in  case  the  security  offered  is  farm  property,  the  buildings  shall  be  excluded 
from  the  estimate  of  the  value  thereof.  The  finance  committee  may,  at  their 
discretion,  require  fire  insurance  policies  to  be  assigned  as  collateral  security,  in 
addition  to  the  bond  and  mortgage. 

Loans  on  collateral  security  shall  only  be  made  upon  such  stocks  or  bonds  as 
have  a market  quotation  or  value,  and  for  an  amount  not  exceeding  three-fourths 
of  the  market  value  of  the  securities  deposited  as  collateral.  No  application  for 
loans  on  real  estate  from  incorporated  companies  shall  be  entertained  by  the 
finance  committee. 

Sec.  17.  Titles  to  Real  Estate. — No  loan  upon  real  estate  shall  be  made  unless 
the  property  proposed  for  security  is  free  and  unincumbered  from  any  and  all 
claims  whatsoever,  including  judgments,  liens,  taxes,  tax-titles,  or  adverse  tax- 
titles  ; and  the  president  shall  not  be  at  liberty  to  complete  any  loan  authorized 
by  the  finance  committee  until  the  attorney  of  the  company  has  certified  that 
the  title  is  free  and  unincumbered,  and  that  all  papers  in  connection  with  said 
loan  are  properly  executed. 

Sec.  18.  Investments  in  Corporate  Name. — All  investments  shall  be  made  in 
the  corporate  name  of  the  company,  and  all  securities  shall  be  in  its  name.  Trans- 
fers of  stock  or  other  public  securities  may  be  made  by  the  president,  whenever 
directed  by  the  finance  committee ; and  all  releases  of  mortgages  or  receipts  for 
final  payments  of  any  securities  whatever,  shall  be  on  the  joint  signatures  of 
the  president  or  a vice-president  and  secretary. 

Sec.  19.  Interest  Overdue. — No  interest  shall  be  allowed  to  remain  due 
longer  than  thirty  days  on  any  bond  and  mortgage  to  the  company,  without  a 
foreclosure  or  suit  being  directed  by  the  president,  unless  the  finance  committee 
authorize  a longer  delay. 

Sec.  20.  Amount  of  Risk. — No  risk  shall  be  taken  on  a single  life  for  a greater 
amount  than  $20,000,  and  no  risk  over  $10,000  shall  be  taken  after  the  age  of 
55  years. 


162 


CHARTERS  OF  LIFE  INSURANCE  COMPANIES. 


Sec.  21.  By-Laws.  How  Amended. — The  by-laws  may  be  altered  at  any 
regular  meeting,  or  at  a special  meeting  called  for  that  purpose. 

Sec.  22.  In  the  absence  or  inability  of  the  president  or  one  of  the  vice-presi- 
dents, any  member  of  the  finance  committee  may  exercise  the  powers  of  the 
president  in  signing  checks  and  contracts,  and  the  discharge  of  mortgages. 

Sec.  23.  Resolved,  That  for  the  purpose  of  facilitating  the  management  of 
this  company  the  office  of  second  vice-president  be,  and  the  same  is  hereby 
created,  to  take  effect  from  January  1,  1893. 

Sec.  24.  Resolved,  That  section  4 of  the  by-laws  be  amended  so  as  to  read 
as  follows : Sec.  4.  The  vice-presidents  shall  be  invested  with  and  in  the  absence 
of  the  president  can  exercise  all  of  the  powers  and  functions  which  are  now  or 
hereafter  may  be  conferred  upon  the  president  by  the  by-laws  of  the  company. 

Sec.  26.  Resolved,  That  the  following  by-law  be  added  to  our  by-laws  as 
Sec.  26 : 

The  books  for  the  transfer  of  shares  shall  be  closed  five  days  prior  to  any 
annual  election  of  directors. 

Sec.  27.  Resolved,  That  from  and  after  this  date  (January  18,  1898)  the  full 
membership  of  this  board  shall  consist  of  twenty-one  directors  and  no  more. 

Sec.  28.  The  board  of  directors  may  appoint  a general  superintendent  of 
agencies,  who  shall  have  charge  of  the  company’s  agency  department,  and  who 
shall  under  the  direction  of  the  president  perform  such  other  service  as  the  presi- 
dent may  direct  from  time  to  time. 

Sec.  29.  Resolved,  That  the  president,  the  secretary,  and  the  assistant  secre- 
tary of  this  company  shall  each  be,  and  he  is  hereby  authorized  to  receive  and 
give  receipt  for  all  moneys  due  and  payable  to  this  company  from  any  source 
whatsoever,  and  to  endorse  warrants  and  checks  in  its  name  and  on  its  behalf, 
and  full  discharge  for  the  same  to  give. 

Sec.  30.  Resolved,  That  the  president  and  secretary  or  assistant  secretary  of 
this  company  be,  and  they  are,  hereby  authorized  and  empowered  to  sign  and 
execute  for  this  company,  its  deeds  of  conveyance  of  and  for  any  of  its  real  estate 
now  sold,  or  which  may  be  hereafter  sold,  and  also  to  sign  and  execute  dis- 
charges of  the  company’s  mortgages,  and  any  or  all  other  papers  necessary  to  the 
proper  conduct  of  the  company's  business;  and  that  the  past  acts  of  the  president 
and  secretary  or  assistant  secretary  of  the  company  in  signing  and  executing 
deeds  of  conveyance,  discharges  of  mortgages  and  all  other  papers  necessary  to 
the  conduct  of  the  business  of  this  company  are  hereby  ratified,  approved  and 
declared  valid.  Provided,  that  where  practicable,  all  sales  of  real  estate  shall  be 
referred  to  the  finance  committee  of  the  company  before  contracts  are  made,  and 
in  such  cases  made  only  with  the  approval  of  said  committee ; but  where  the 
necessity  of  the  case  makes  such  reference  impracticable,  then  such  sales  shall 
be  referred  to  such  committee  as  soon  as  may  be. 

I,  A.  F.  Moore,  secretary  of  The  Michigan  Mutual  Life  Insurance  Company 
of  Detroit,  Mich.,  do  hereby  certify  that  the  foregoing  printed  matter  and  the 
typewritten  amendments  thereto  constitute  and  are  a true  and  correct  copy  of  the 
charter  and  by-laws  of  the  said  company  as  now  of  record  in  its  said  office  at 
Detroit,  Mich. 

Witness  my  hand  and  the  official  seal  of  said  company  this  17th  day  of  Novem- 
ber, A.  D.  1903.  A.  F.  MOORE, 

(Seal)  Secretary  Mich.  Mutual  Life  Ins.  Co. 


MINNESOTA  MUTUAL  LIFE. 


163 


MINNESOTA  MUTUAL  LIFE  INSURANCE  COMPANY. 


Articles  of  Reincorporation. 

Reincorporation  of  “The  Bankers  Life  Association  of  Minnesota,” 
and  change  of  name  to  “The  Minnesota  Mutual  Life  Insurance  Com- 
pany. 

Know  all  men  by  these  presents,  That  we,  Timothy  R.  Palmer,  as 
president,  and  Douglas  Putnam,  as  secretary,  do  hereby  certify  and 
declare,  that  at  the  regular  annual  meeting  of  the  members  of  The 
Bankers  Life  Association  of  Minnesota,  held  pursuant  to  due  notice, 
at  ten  o’clock  in  the  forenoon,  on  the  first  Monday  in  August, — that 
being  the  fifth  day  of  the  month, — A.  D.  nineteen  hundred  and  one,  at 
the  home  office  of  said  association,  in  the  St.  Paul  Fire  and  Marine 
building,  in  the  city  of  St.  Paul,  State  of  Minnesota,  there  were  mem- 
bers present,  in  person  and  by  proxy,  representing,  and  entitled  in  the 
aggregate  to  9269  votes,  on  all  questions  voted  or  to  be  voted  upon  at 
said  meeting. 

That  at  said  meeting  upon  motion  duly  seconded,  a resolution  of 
which  the  following  is  a full,  true,  correct  and  complete  copy,  was  pre- 
sented and  the  votes  thereupon  of  the  members  present  as  aforesaid 
were  duly  called  for  and  taken,  to  wit : 

“Resolved,  That  The  Bankers  Life  Association  of  Minnesota,  hereby 
authorizes  and  declares  its  reincorporation,  and  does  hereby  reincor- 
porate under  and  by  virtue  of  chapter  one  hundred  and  seventy-five 
(175),  as  amended,  of  the  general  laws  of  the  State  of  Minnesota  for 
the  year  eighteen  hundred  and  ninety-five  entitled  ‘An  act  to  revise  and 
codify  the  insurance  laws  of  the  State;”  and  to  that  end  does  hereby 
adopt  the  following  articles  of  incorporation,  in  lieu  of,  and  as  a sub- 
stitute for,  any  and  all  articles  of  incorporation,  heretofore  exist- 
ing, viz. : 

Article  i.  The  future  corporate  name  of  this  corporation  is  The 
Minnesota  Mutual  Life  Insurance  Company. 

Article  2.  The  location  and  home  office  of  the  company  is  and 
shall  be  in  the  city  of  St.  Paul,  State  of  Minnesota. 

Article  3.  This  company  is  reincorporated  for  the  purpose  of 
transacting  and  it  purposes,  upon  the  mutual  plan,  to  transact  the  busi- 
ness of,  and  to  make,  insurance  upon  the  lives  of  individuals,  and  every 
insurance  appertaining  thereto  or  connected  therewith ; to  grant,  pur- 


164 


CHARTERS  OF  LIFE  INSURANCE  COMPANIES. 


chase  or  dispose  of  annuities  and  endowments  of  any  kind  whatsoever ; 
and  to  take  risks  and  insure  against  accident  to  or  sickness  of  persons. 

It  is  proposed  and  intended  that  the  duration  and  continuance  of  this 
corporation  and  its  corporate  powers  shall  be  perpetual,  and  that  it 
shall  have  perpetual  succession. 

Article  4.  By-laws  not  in  conflict  herewith  or  with  the  law,  may 
be  adopted,  and  from  time  to  time  amended,  repealed  or  abrogated  in 
whole  or  in' part,  by  the  board  of  trustees. 

Article  5.  Except  as  herein  otherwise  expressly  provided,  all  of 
the  corporate  powers  of  the  company  shall  be  exercised  and  the  amount 
of  compensation  of  officers  and  trustees  shall  be  regulated  by  a board 
of  trustees,  and  authority  is  vested  in  the  board  of  trustees  to  appoint 
and  delegate  power  and  authority  to  such  officers,  servants  and  agents 
as  said  board  shall  by  resolution  or  by-laws  determine. 

Article  6.  The  board  of  trustees  shall  consist  of  at  least  five  per- 
sons, and  may  consist  of  a greater  number  if  the  by-laws  shall  at  any 
time  so  provide. 

All  of  the  members  of  the  board  of  trustees  shall  be  residents  and 
citizens  of  the  State  of  Minnesota,  until  such  time  as  the  by-laws  other- 
wise provide. 

The  names  of  the  members  on  the  present  board  of  trustees  are 
Charles  H.  Bigelow,  Maurice  Auerbach,  John  B.  Sanborn.  Crawford 
Livingston  and  J.  F.  R.  Foss. 

Article  7.  The  first  meeting  of  members  hereafter  shall  be  held 
at  three  o’clock  in  the  afternoon  on  the  first  Tuesday  in  March,  A.  D. 
nineteen  hundred  and  two  at  the  home  office  of  the  company ; provided, 
that  a special  meeting,  or  special  meetings  of  members  may  be  held 
prior  to  said  date  upon  due  notice. 

Article  8.  The  regular  annual  meeting  of  members  shall  be  held 
at  three  o’clock  in  the  afternoon  on  the  first  Tuesday  in  March  of  each 
year,  at  the  home  office,  for  the  election  of  trustees  whenever  any  are 
to  be  elected,  and  for  the  transaction  of  such  other  business  as  may 
properly  come  before  it. 

Article  9.  Article  10  of  these  articles  relates  solely  to  a guaranty 
trust  fund  heretofore  created  by  the  deposit  of  members  who  became 
such  under  the  assessment  plan. 

Article  10.  All  amounts  pledged  to  this  company  to  secure  pay- 
ment of  assessments  occasioned  by  death  of  its  members  shall  be  used 
only  for  that  purpose,  and  meanwhile  the  same  shall  be  and  remain  in- 
vested in  United  States  registered  bonds,  and  shall  constitute  and  be 
known  as  “the  guaranty  trust  fund.”  Such  bonds  shall  be  made 
payable  to  this  company,  and  shall  be  transferable  or  convertible  only 


MINNESOTA  MUTUAL  LIFE.  1 65 

upon  resolution  of  its  board  of  trustees,  and  such  board  shall  have  the 
exclusive  charge  and  control  thereof. 

All  interest  realized  from  such  bonds  shall  meanwhile  be  used  to 
defray  the  company’s  operating  expenses. 

This  article  shall  never  be  amended  or  in  any  way  at  all  changed 
without  the  consent  of  every  member  of  this  company,  to  be  given  in 
writing,  signed  by  him  and  filed  with  the  company’s  secretary,  and 
reciting  in  full  the  proposed  amendment  or  change. 

Article  ii.  These  articles  maybe  amended  at  any  time  to  any  ex- 
tent, not  in  violation  of  law,  by  resolution  adopted  by  a two-thirds  vote 
of  all  the  votes  cast  by  the  members  at  any  special  meeting  lawfully 
called  for  that  purpose,  or  by  such  two-thirds  vote  at  any  regular  meet- 
ing of  the  members. 

And  we  do  further  hereby  certify  and  declare,  that  upon  the  ques- 
tion of  the  adoption  of  said  resolution,  the  total  number  of  votes  cast 
was  9217,  of  which  9213  votes  were  in  favor  of  the  adoption  of  the 
same,  and  four  votes  were  against  the  adoption  thereof.  That  there- 
upon the  chairman  of  the  meeting  declared  said  resolution  of  reincor- 
poration duly  adopted. 

In  witness  whereof,  we,  as  such  president  and  secretary,  have  here- 
unto respectively  set  our  hands  and  affixed  the  corporate  seal  of  said 
"‘The  Bankers  Life  Association  of  Minnesota”  this  fifth  day  of  * August, 
A.  D.  1901. 

T.  R.  PALMER, 

President. 

DOUGLAS  PUTNAM, 

(Seal.)  Secretary. 


EXTRACTS  FROM  THE  BY-LAWS. 

Article  i.  Sec.  i. — The  annual  meeting  of  members  shall  be  held  at  the 
time  and  place  designated  by  the  articles  of  incorporation. 

Sec.  2.  The  board  of  trustees,  or  the  president  with  two  trustees,  may  call 
a special  meeting  of  the  members  at  any  time,  and  the  secretary  shall  give 
notice  thereof  by  causing  to  be  mailed  to  each  member,  at  his  address  then 
appearing  on  the  books  of  the  company,  a notice  of  the  time,  place  and  object 
of  such  meeting,  at  least  thirty  days  before  the  date  set  for  the  same. 

Sec.  3.  Every  person  insured  by  this  company  will  be  a member  entitled 
to  one  vote,  and  one  vote  additional  for  each  one  thousand  dollars  of  insurance 
in  excess  of  the  first  one  thousand  dollars. 

Sec.  4.  Any  member  may  vote  by  proxy,  at  any  meeting  of  members,  pro- 
vided the  proxy  appointment  shall  be  in  writing,  and  shall  be  received  and  filed 
at  the  home  office  of  the  company  at  least  five  days  before  the  meeting  at  which 
it  is  to  be  used,  exclusive  of  the  day  of  the  meeting,  but  inclusive  of  the  day  of 
receipt  and  filing  of  the  proxy. 


i66 


CHARTERS  OF  LIFE  INSURANCE  COMPANIES. 


Sec.  5.  Insurance  to  an  amount  not  less  than  $500,000,  represented  in  per- 
son or  by  proxy,  or  partly  in  person  and  partly  by  proxy,  shall  constitute  a 
quorum  at  any  meeting  of  members. 

Article  2.  Sec.  i.  From  and  after  the  sixth  day  of  June,  A.  D.  1904,  the 
board  of  trustees  shall  consist  of  nine  (9)  persons.  The  president  and  secre- 
tary of  the  company  shall  ex  officio  constitute  two  (2)  of  said  persons,  and  the 
remaining  seven  (7)  shall  be  divided  into  seven  classes  with  one  person  in  each 
class,  who  shall  be  nominated  and  elected  as  hereinafter  provided. 

Each  member  of  the  present  board  of  trustees  shall  hold  office  until  the  term 
for  which  he  was  elected  shall  have  expired,  and  until  his  successor  is  elected 
and  qualified,  subject,  however,  to  the  power  and  authority  to  fill  vacancies  as 
elsewhere  provided.  Thereafter,  and  as  each  of  said  terms  shall  expire,  the  next 
term  and  each  succeeding  term  of  office  of  each  trustee  shall  be  seven  (7)  years, 
counting  from  the  annual  meeting  at  which  the  election  occurred. 

Nominations  for  the  office  of  trustees  shall  be  made  before  voting  for  that 
office  commences.  Votes  for  persons  not  so  nominated  shall  be  wholly  disre- 
garded. 

The  election  of  each  of  the  seven  (7)  trustees,  to  be  nominated  and  elected  as 
herein  provided  as  their  respective  terms  of  office  shall  expire,  shall  be  by  ballot, 
and  a plurality  of  the  vote  cast  shall  elect. 

The  persons  constituting  the  present  board  of  trustees,  and  the  term  of  office 
for  which  each  was  elected,  are  as  follows,  viz. : Mr.  Charles  H.  Bigelow  for 

the  term  of  seven  (7)  years,  Mr.  Maurice  Auerbach  for  the  term  of  six  (6) 
years,  Mr.  John  R.  Mitchell  for  the  term  of  five  (5)  years,  Mr.  J.  F.  R.  Foss  for 
the  term  of  four  (4)  years,  and  Mr.  Crawford  Livingston  for  the  term  of  three 
(3)  years, — from  the  first  Tuesday  in  March,  1902.  Mr.  Albert  H.  Lindeke  for 
the  term  of  seven  (7)  years  from  the  first  Tuesday  in  March,  1903 ; and  Mr. 
Kenneth  Clark  for  the  term  of  seven  (7)  years  from  the  first  Tuesday  in 
March,  1904. 

Article  2.  Section  2,  amended  June  6,  1904,  to  read  as  follows : 

Sec.  2.  Any  vacancy  in  the  office  of  trustee  may  be  filled  by  the  board  for 
the  unexpired  term. 

The  board  of  trustees  may  elect  a chairman  from  their  number  to  preside  at 
board  meetings  and  perform  such  other  duties  as  he  may  assume  at  the  board’s 
request.  Otherwise,  or  during  the  absence  of  the  chairman,  the  president  of 
the  company  shall  preside.  If  occasion  require,  the  board  may  elect  a temporary 
chairman. 

Sec.  3.  A regular  meeting  of  the  board  of  trustees  shall  be  held  at  the  home 
office  of  the  company  on  the  first  Monday  of  each  month,  and  the  annual  meet- 
ing thereof,  on  Wednesday  next  following  the  first  Tuesday  in  March  of  each 
year,  at  three  o’clock  in  the  afternoon. 

Sec.  4.  Special  meetings  of  the  board  of  trustees  may  be  held  at  any  time 
upon  call  of  the  secretary,  of  his  own  motion,  or  at  the  request  of  the  president, 
or  upon  the  written  request  of  two  trustees.  The  secretary  shall  cause  a notice 
of  such  meeting  to  be  mailed  to  each  member  of  the  board,  at  his  address  ap- 
pearing on  the  records  of  the  company  or  left  at  his  residence,  or  at  his  place 
of  business,  or  delivered  to  him  in  person.  Such  notice,  if  by  mail,  shall  be  de- 
posited in  the  postoffice,  or  in  a United  States  mail  box,  in  the  city  of  St.  Paul, 
at  least  seventy-two  hours,  or  if  by  leaving  at  the  residence  or  place  of  business 


MINNESOTA  MUTUAL  LIFE.  167 

shall  be  so  left  at  least  twenty-four  hours,  or  if  personal,  shall  be  delivered  at 
least  six  hours  prior  to  the  time  specified  for  the  meeting. 

Sec.  5.  Except  as  herein  otherwise  provided,  any  number  of  trustees,  not 
less  than  one-half  of  a full  board,  shall  constitute  a quorum  for  the  transaction 
of  business  at  any  meeting. 

Article  3.  Sec.  i. — The  officers  shall  be  president,  secretary,  medical  direc- 
tor and  general  counsel,  and  whenever  the  board  of  trustees  shall  so  determine, 
one  or  more  vice-presidents,  assistant  secretaries,  assistant  medical  directors 
and  assistant  counsel,  and  any  other  officer  or  officers  the  board  of  trustees  by 
resolution  shall  designate. 

Officers  may  be  elected  at  any  annual,  or  at  any  regular  monthly  meeting  of 
the  board  of  trustees;  provided  that  any  vacancy  may  be  filled  at  any  special 
meeting  called  for  that  purpose. 

The  respective  terms  of  office  of  the  several  officers  shall  be  determined  from 
time  to  time  by  resolution  of  the  board  of  trustees. 

Article  4.  Sec.  i. — To  the  extent  necessary  to  protect  and  continue  the 
rights  and  privileges  of  any  member  holding  a mortuary  assessment  certificate 
and  to  preserve  and  secure  the  fulfillment  of  all  contract  obligations  to  him, 
and  to  continue  and  perpetuate  in  the  company  the  power  and  authority  to  levy 
assessments,  and  to  do  and  perform  all  and  everything  necessary  or  expedient 
to  enable  it  to  carry  out  the  mortuary  assessment  contracts  in  accordance  with 
the  terms  thereof,  and  with  the  law  and  present  by-laws  in  such  case  made  and 
provided,  the  present  and  existing  by-laws  shall  continue  in  full  force  and 
effect. 


CHARTERS  OF  LIFE  INSURANCE  COMPANIES. 


1 68 


MUTUAL  BENEFIT  LIFE  INSURANCE  COMPANY. 


An  act  to  incorporate  The  Mutual  Benefit  Life  Insurance  Company. 

Be  it  enacted,  by  the  Senate  and  General  Assembly  of  the  State  of 

New  Jersey,  as  follows: 

Sec.  i.  [Name  and  Location.] — Thomas  V.  Johnson,  William  M. 
Simpson,  Jesse  Baldwin,  James  L.  Dickerson,  Henry  McFarlan. 
Thomas  B.  Segur,  Charles  S.  Macknet,  Guy  M.  Hinchman,  Samuel 
Meeker,  Robert  L.  Patterson,  Marcus  L.  Ward,  Lewis  C.  Grover,  and 
others,  their  associates,  successors  and  assigns,  shall  be,  and  are  hereby 
ordained,  constituted  and  declared  to  be  a body  politic  and  corporate, 
in  fact  and  in  name,  by  the  name  of  the  “Mutual  Benefit  Life  Insurance 
Company,”  to  be  located  at  Newark,  in  this  State ; and  by  that  name 
they  and  their  successors  shall  and  may  have  succession  during  the  con- 
tinuance of  this  act,  and  shall  be  capable  of  suing  and  being  sued, 
pleading  and  being  impleaded,  answering  and  being  answered  unto,  de- 
fending and  being  defended,  in  ail  manner  of  actions,  suits,  complaints, 
matters  and  causes  whatever : and  that  they  and  their  successors  may 
have  a common  seal,  and  may  alter  and  change  the  same  at  pleasure ; 
and,  also,  that  they  and  their  successors,  by  the  name  of  the  Mutual 
Benefit  Life  Insurance  Company,  shall  be  in  law  capable  of  purchasing, 
holding  and  conveying  any  estate,  real  or  personal,  for  the  use  of  the 
said  corporation ; provided,  the  lands,  tenements,  and  hereditaments, 
which  it  shall  be  lawful  for  the  said  corporation  to  hold,  be  only  such 
as  shall  be  requisite  for  the  purpose  of  erecting  buildings  thereon,  in 
which  to  meet  and  transact  the  business  of  the  corporation,  or  such  as 
shall  have  been  bona  fide  mortgaged  to  it  by  way  of  security,  or  con- 
veyed to  it  in  satisfaction  of  debts  previously  contracted  in  the  course 
of  its  business,  or  purchased  at  sales  on  judgments  or  decrees,  which 
shall  have  obtained  for  such  debts ; and  with  regard  to  all  such  lands, 
tenements,  and  hereditaments,  so  to  be  held  by  the  said  corporation  as 
aforesaid,  except  such  as  may  be  for  the  immediate  accommodation  as 
aforesaid,  or  such  as  it  may  hold  by  way  of  mortgage,  and  whereof  the 
actual  possession  shall  be  and  remain  in  the  mortgagors,  their  heirs 
and  assigns,  the  corporation  shall  be  bound  to  sell  and  dispose  of,  re- 
spectively, within  five  years  after  it  shall  acquire  the  same,  and  shall 
not  be  capable  of  holding  the  same  after  the  expiration  of  five  years. 

Sec.  2.  [Board  of  Directors.] — All  persons  who  shall  at  any  time 


MUTUAL  BENEFIT  LIFE. 


169 


hereafter  insure  in  or  with  the  said  association,  shall,  while  they  con- 
tinue so  insured,  be  deemed  and  taken  as  members  of  the  said  corpora- 
tion ; and  that  the  property  and  concerns  of  the  said  corporation  shall 
be  conducted  and  managed  by  twelve  directors,  a majority  of  whom 
shall  be  citizens  and  residents  of  this  State,  and  none  of  whom  shall 
hold  the  like  office  or  agency  in  any  other  insurance  company  in  this 
State,  to  be  chosen,  by  ballot,  by  and  from  among  the  members,  and 
shall  hold  their  office  for  one  year  and  until  others  are  chosen ; and  the 
said  directors  and  officers  may  always  be  re-elected,  but  one-fourth  part 
or  number  of  the  directors  must  be  re-elected  every  year,  for  which 
purpose,  at  their  first  meeting,  they  must  divide  themselves  in  four  sets 
or  classes,  of  three  each;  the  term  of  the  first  class  shall  expire  at  the 
end  of  one  year,  the  term  of  the  second  class  shall  expire  at  the  end  of 
two  years,  the  term  of  the  third  class  shall  expire  at  the  end  of  three 
years,  the  term  of  the  fourth  class  shall  expire  at  the  end  of  four  years, 
and  so  on  successively;  the  seats  of  these  classes  shall  be  supplied  by 
the  members  of  this  corporation;  and  that  the  election  for  directors 
shall  be  held  on  the  third  Monday  of  January,  in  every  year,  at  the 
office  of  the  company,  or  such  other  place  as  a majority  of  the  direc- 
tors may  previously  designate,  public  notice  of  which  shall  be  given  by 
the  secretary,  in  one  or  more  newspapers  printed  or  circulating  in  the 
county  of  Essex,  at  least  two  weeks  previous  to  the  time  of  holding  such 
election ; and  if  any  of  the  said  directors  shall  die,  refuse  to  serve,  or 
neglect  to  act  in  their  said  office  for  the  space  of  two  months,  then  and 
in  every  such  case  the  remaining  directors  shall  have  power  to  fill  such 
vacancy  or  vacancies  until  the  next  anual  election ; and  in  case  it  should 
happen  that  an  election  for  directors  should  not  be  held  on  the  day 
when  pursuant  to  this  act  it  ought  to  be  held,  the  said  corporation  shall 
not  be  dissolved  for  that  cause,  but  it  shall  and  may  be  lawful  to  hold 
an  election  for  directors,  pursuant  to  law ; and  until  an  election  for 
directors  shall  be  held  according  to  the  provisions  of  this  act,  the  per- 
sons named  in  the  first  section  of  this  act  shall  have  the  direction  and 
management  of  the  said  corporation. 

Sec.  3.  [Business.] — It  shall  and  may  be  lawful  for  the  said  cor- 
poration to  insure  their  respective  lives,  and  to  make  all  and  every  in- 
surance appertaining  to  or  connected  with  life  risks  of  whatever  kind 
or  nature,  as  well  of  the  sound  in  health,  as  the  infirm  or  invalid. 

Sec.  4.  [Married  Women  may  Insure  their  Husbands.] — It  shall 
be  lawful  for  any  ffiarried  woman,  by  herself  and  in  her  name,  or  in 
the  name  of  any  third  person,  with  his  assent,  as  her  trustee,  to  cause 
to  be  insured  for  her  sole  use,  the  life  of  her  husband  for  any  definite 
period  or  for  the  term  of  his  natural  life ; and  in  case  of  her  surviving 


CHARTERS  OF  LIfE  INSURANCE  COMPANIES. 


170 

her  husband,  the  sum  or  net  amount  of  the  insurance  becoming  due  and’ 
payable  by  the  terms  of  the  insurance,  shall  be  payable  to  her,  to  and 
for  her  own  use,  free  from  the  claims  of  the  representatives  of  her  hus- 
band, or  of  any  of  his  creditors ; but  such  exemption  shall  not  apply 
when  the  amount  of  premium  annually  paid  shall  exceed  three  hundred 
dollars. 

Sec.  5.  [Wife’s  Insurance  Payable  to  Children.] — In  case  of  the 
death  of  the  wife,  before  the  decease  of  the  husband,  the  amount  of  the 
insurance  may  be  made  payable  after  death  to  her  children,  for  their 
use,  and  to  their  guardian,  if  under  age. 

Sec.  6.  [Premium  Notes.] — It  shall  and  may  be  lawful  for  the 
officers  of  said  corporation  to  take  the  notes  or  obligations  of  the  mem- 
bers for  the  amount,  either  in  part  or  the  whole,  of  the  premiums  of 
insurance,  in  proportion  to  the  amount  insured. 

Sec.  7.  [By-Laws.] — The  directors  for  the  time  being,  or  a ma- 
jority of  them,  shall  have  power  to  make  and  prescribe  such  by-laws, 
rules  and  regulations,  as  to  them  shall  appear  needful  and  proper,  for 
the  management  and  disposition  of  the  stock,  property,  estate,  and 
effects  of  the  said  corporation,  and  for  all  such  matters  as  appertain  to 
the  business  thereof ; and  shall  have  power  to  appoint  an  actuary,  from 
among  themselves,  and  such  other  additional  officers,  clerks,  and  ser- 
vants, for  carrying  on  the  business  of  said  corporation,  as  they  may 
select,  with  such  allowances  as  to  them  shall  appear  just  and  satis- 
factory; provided,  that  such  by-laws,  rules  and  regulations,  shall  not 
be  repugnant  to  the  constitution  or  laws  of  the  United  States,  or  of  this 
State. 

Sec.  8.  [President.] — At  the  first  meeting  of  the  directors  held 
after  the  organization  of  this  company,  and  at  every  annual  meeting  of 
the  members  in  each  year  after,  the  directors  shall  choose,  from  among 
themselves,  one  person  for  president,  who  shall  continue  in  office  until 
the  next  annual  meeting,  and  until  another  shall  be  appointed  in  his 
place. 

Sec.  9.  [Right  to  Assess  for  Losses.] — All  policies  of  insurance 
which  shall  be  made  by  the  said  corporation,  in  pursuance  of  this  act, 
shall  be  made  on  such  terms  and  conditions,  and  for  such  periods  of 
time,  and  confined  to  such  persons,  as  shall  be  from  time  to  time  or- 
dered and  prescribed  by  the  by-laws,  rules  and  regulations  of  said 
corporation;  and  if  at  any  time  it  shall  so  happen  that  there  shall  be 
just  claims  on  the  corporation  for  losses  sustained,  to  a greater  amount 
than  they  have  funds  on  hand  to  discharge,  in  such  cases  the  directors 
for  the  time  being  shall  with  all  convenient  expedition  proceed  to  assess 
such  deficiency,  in  a ratable  proportion,  on  the  members  of  the  .asso- 


MUTUAL  BENEFIT  LIFE. 


I7L 

ciation,  or  their  lawful  representatives,  according  to  the  amount  of 
each  member’s  insurance ; provided,  that  such  assessment  shall  not  ex- 
ceed the  amount  of  the  note  or  obligation  given  by  each  member ; 
which  rates  or  assessment  shall  be  approved  of  by  a majority  of  the  di- 
rectors, and  notice  in  writing  shall  be  given  to  each  member,  or  his  law- 
ful representative,  of  the  assessment  and  amount  by  him,  her,  or  them, 
required  to  be  paid ; and  each  and  every  member,  or  his  lawful  repre- 
sentative, so  notified,  shall  pay  the  same  to  the  treasurer  for  the  time 
being  within  sixty  days  after  such  notification,  and  in  default  thereof 
shall  forfeit  all  right  and  claim  to  any  policy  that  he  may  have  ob- 
tained, and  be  no  longer  a member  of  the  association ; and  shall  also  be 
liable  for  the  amount  of  such  assessment,  with  interest,  to  be  recovered 
by  action  of  debt,  with  costs  of  suit,  before  any  court  of  competent 
jurisdiction. 

Sec.  10.  [ Meetings .] — Three  or  more  of  the  directors  shall  have 

power  to  call  a meeting  of  the  directors,  by  giving  notice  in  one  or 
more  newspapers  published  or  circulating  in  the  county  of  Essex,  at 
least  ten  days  before  said  meeting. 

Sec.  11.  [Funds.] — No  part  of  the  funds  of  said  corporation  shall 
be  used  for  banking  purposes. 

Sec.  12.  [Limitation  of  Act.] — It  shall  be  lawful  for  the  legisla- 
ture, at  any  time  hereafter,  to  alter,  amend,  modify  or  repeal  this  act ; 
and  that  this  act  shall  continue  in  operation  twenty  years,  and  no 
longer. 

Passed  January  30,  1845.  Approved  January  31,  1845. 

CHARLES  C.  STRATTON. 


Legislature  May  Amend  Act. 

State  of  New  Jersey.  A supplement  to  the  act  entitled  “An  act  to 
incorporate  the  Mutual  Benefit  Life  Insurance  Company,”  passed 
January  30,  1845. 

1.  Be  it  enacted,  By  the  Senate  and  General  Assembly  of  the  State 
of  New  Jersey,  that  the  twelfth  section  of  the  act  to  which  this  is  a 
supplement,  be  and  the  same  is  hereby  repealed. 

2.  And  be  it  enacted,  That  is  shall  be  lawful  for  the  legislature,  at 
any  time  hereafter,  to  alter,  amend,  modify,  or  repeal  the  act  to  which 
this  is  a supplement. 

3.  And  be  it  enacted,  That  this  act  shall  take  effect  immediately 
Approved  January  27,  1848. 


172 


CHARTERS  OF  LIFE  INSURANCE  COMPANIES. 


EXTRACTS  FROM  THE  BY-LAYS. 

(Revised  May,  1905.) 

Sec.  1.  Annual  Election  and  Meeting. — The  annual  meeting  of  the  company 
for  the  election  of  directors  and  the  transaction  of  business,  shall  be  held  at  the 
•office  of  the  company,  in  Newark,  N.  J.,  on  the  third  Monday  of  January,  in 
every  year,  of  which  public  notice  shall  be  given  by  the  secretary,  for  two 
weeks,  by  advertising  in  a newspaper  published  in  Newark. 

Sec.  2.  Two  members  of  the  company  shall  be  appointed  by  the  board  of 
directors  as  inspectors,  whose  duty  it  shall  be  honestly  and  fairly  to  conduct 
such  election;  and  who  shall  furnish  a certificate  over  their  signatures  of  the 
result,  to  be  filed  and  recorded  by  the  secretary  of  the  company.  The  polls 
shall  be  opened  at  11  o’clock  a.  m.,  and  be  closed  at  1 o’clock  p.  m 

Sec.  3.  At  the  annual  election  for  directors,  each  member  of  the  company 
shall  be  entitled  to  one  vote  when  the  insurance  is  for  a sum  not  exceeding 
$2000;  over  $2000  and  up  to  $5000,  to  two  votes;  over  $5000,  to  three  votes. 

Sec.  4.  Directors,  Vacancies,  Etc. — No  person  shall  be  eligible  as  a director 
unless  he  shall  be  at  the  time  insured  in,  or  hold  a policy  of  insurance  with,  the 
company;  nor  shall  he  be  eligible  if  a director  in  any  other  life  insurance  com- 
pany. 

Sec.  5.  In  case  a vacancy  occurs  in  the  board,  it  may  be  filled  by  the  re- 
maining directors  until  the  next  annual  meeting,  two  days’  notice  being  given 
of  the  meeting  and  intention  to  fill  such  vacancy. 

Sec.  6.  Election  and  Appointment  of  Officers. — The  first  meeting  of  the 
directors  after  the  annual  meeting  of  the  company,  shall  be  held  at  1 o’clock 
p.  m.  on  the  day  of  such  annual  meeting,  when  they  shall  elect  from  among 
themselves,  by  ballot.  They  may  also  elect  two  vice-presidents,  a treasurer,  a 
secretary  and  such  other  officers  as  may  have  been  designated  by  the  board, 
whose  duties  are  herein  defined.  The  officers  elected  and  appointed  shall  con- 
tinue in  office  until  the  next  annual  meeting,  or  until  others  are  appointed  in 
their  place.  All  officers  are  subject  to  removal  at  the  pleasure  of  a majority  of 
the  board  of  directors. 

Sec.  7.  Meetings. — The  directors  shall  hold  regular  meetings  on  Wednesday 
of  each  week.  Special  meetings  may  be  called  by  the  president,  or  in  his  absence 
by  the  vice-president,  two  days’  written  notice  being  given  to  each  member  of  the 
board.  Three  members  of  the  board  may  call  a special  meeting,  by  giving  two 
days’  written  notice  of  such  meeting  to  each  member  of  the  board.  Five  direc- 
tors shall  constitute  a quorum  for  the  transaction  of  business,  but  a less  number 
may  adjourn  from  time  to  time  until  a quorum  appears. 

Sec.  8.  In  the  meetings  of  the  board  the  order  of  business  shall  be: 
1.  Reading  of  minutes  of  last  meeting.  2.  Reports  of  special  committees.  3. 
Unfinished  business.  4.  Miscellaneous  business,  unless  otherwise  ordered  by 
the  board. 

Sec.  9.  No  check  shall  be  drawn,  except  for  salaries  and  current  expenses, 
or  in  pursuance  of  a contract,  without  the  authority  of  the  board;  all  checks 
shall  be  drawn  to  the  order  of  the  party  to  whom  the  payment  is  due,  and  be 
signed  by  the  president  or  a vice-president  and  countersigned  by  the  treasurer. 
In  the  absence  of  the  treasurer  the  checks  shall  be  countersigned  by  the  assistant 
treasurer,  or  by  the  cashier,  or  by  a vice-president. 

Sec.  21.  Finance  Committee. — A finance  committee  consisting  of  the  presi- 
dent and  four  directors,  shall  be  chosen  by  the  board  of  directors  annually, 


MUTUAL  BENEFIT  LIFE. 


I 73’. 


and  this  committee  shall  have  such  meetings  as  may  be  necessary  to  consider 
the  finances  of  the  company  and  to  examine  and  report  to  the  board  of  direc- 
tors for  its  approval  on  such  investments  as  they  may  consider  worthy  of  the 
consideration  of  the  board.  The  finance  committee  (president  excepted)  shall 
each  month  in  connection  with  the  auditors  examine  the  company’s  cash  book 
and  agency  reports,  and  shall  see  that  there  are  proper  vouchers  for  all  expendi- 
tures charged  therein,  and  the  committee  shall  perform  such  other  duties  as  the 
board  of  directors  may  from  time  to  time  by  resolution  assign  to  it.  The  finance 
committee  shall  in  addition  to  its  regular  meetings,  meet  at  any  time  on  the  call 
of  the  president,  when  he  desires  to  consult  with  it  upon  any  question  relating 
to  the  business  of  the  company. 

Sec.  22.  Miscellaneous. — During  the  months  of  January  and  July,  in  each 
and  every  year,  the  assets  of  the  company  shall  be  examined  by  the  special  com- 
mittee, whose  reports  shall  be  placed  on  the  minutes. 

Sec.  23.  The  annual  statement  of  the  business  and  affairs  of  the  company 
shall  be  prepared  by  the  officers  and  presented  by  the  president  to  the  directors, 
at  their  meeting  in  January. 

Sec.  24.  No  officer  or  director  shall  receive  any  compensation  for  procuring 
any  loan  from  the  company;  nor  shall  any  director  vote  on  any  loan  in  which 
he  is  personally  interested. 

Sec.  25.  No  risk  shall  be  taken  on  a single  life  for  more  than  $50,000. 

Sec.  26.  The  surplus  of  the  company  may  be  distributed,  from  time  to  time, 
as  the  board  may  direct. 

Sec.  27.  All  claims  for  insurance  shall  be  paid  after  satisfactory  evidence  of 
the  death  of  the  party  and  of  his  due  observance  of  the  contract,  is  presented, 
examined  and  approved;  and  they  shall  then  be  reported  to  the  board. 

Sec.  28.  Alteration  of  By-Laws. — These  by-laws  may  be  altered  or  amended 
at  any  meeting  by  a vote  of  three-fourths  of  the  directors,  and  not  otherwise, 
unless  thirty  days’  notice  shall  have  been  given  to  the  board  in  writing,  with  a 
distinct  statement  of  what  is  proposed;  and  in  such  cases  it  shall  be  the  duty 
of  the  secretary  to  give  written  notice  of  the  proposed  alteration,  to  each  mem- 
ber of  the  board,  at  least  five  days  previous  to  the  meeting  at  which  it  is  to  be 
acted  upon;  and  no  alteration  shall  be  made  unless  approved  by  seven  or  more 
members  of  the  board,  to  be  ascertained  by  yeas  and  nays. 


J74 


CHARTERS  OF  LIFE  INSURANCE  COMPANIES. 


MUTUAL  LIFE  INSURANCE  COMPANY  IN  NEW  YORK. 


An  act  to  incorporate  the  Mutual  Life  Insurance  Company  of  New 
York,  passed  April  12,  1842,  by  a two- thirds  vote.  The  people  of 
the  State  of  New  York,  represented  in  Senate  and  Assembly,  do 
enact  as  follows : 

Sec.  1.  [ Incorporators .] — William  H.  Aspinwall,  James  Brown, 

John  W.  Leavitt,  Elihu  Townsend,  James  S.  Wadsworth,  Philip  S. 
Van  Rensselaer,  Gouverneur  M.  Wilkins,  John  V.  L.  Pruyn,  Thomas 
W.  Olcott,  Charles  L.  Livingston,  Joseph  Blunt,  Jacob  P.  Giraud,  John 
C.  Cruger,  Alfred  Pell,  David  C.  Colden,  Jacob  Harvey,  Robert  B. 
Minturn,  Mortimer  Livingston,  Rufus  L.  Lord,  Arthur  Bronson, 
Henry  Brevoort,  Theodore  Sedgwick,  Stacy  B.  Collins,  Robert  C.  Cor- 
nell, James  Boorman,  James  Campbell,  William  Moore,  Morris  Robin- 
son, Zebedee  Cook,  Jr.,  Jonathan  Miller,  Fitz-Greene  Halleck,  John  A. 
King,  T.  Romeyn  Beck,  Richard  V.  DeWitt,  Gideon  Hawley,  James  J. 
Ring,  and  all  other  persons  who  may  hereafter  associate  with  them 
in  the  manner  hereinafter  prescribed,  shall  be  a body  politic  and  cor- 
porate, by  the  name  of  “The  Mutual  Life  Insurance  Company  in  New 
York.” 

Sec.  2.  [Business  Authorized .] — In  addition  to  the  general  powers 
and  privileges  of  a corporation,  as  the  same  are  declared  by  the  third 
title  of  the  eighteenth  chapter  of  the  first  part  of  the  revised  statutes, 
the  corporation  hereby  created  shall  have  the  power  to  insure  their  re- 
spective lives,  and  to  make  all  and  every  insurance  appertaining  to,  or 
connected  with  life  risks,  and  to  grant  and  purchase  annuities. 

The  real  estate  which  it  shall  be  lawful  for  the  said  corporation  to 
purchase,  hold  and  convey,  shall  be : 

1.  Such  as  shall  be  requisite  for  its  immediate  accommodation  in 
the  convenient  transaction  of  its  business ; or, 

2.  Such  as  shall  have  been  mortgaged  to  it  in  good  faith  by  way  of 
security  for  loans  previously  contracted,  or  for  moneys  due ; or, 

3.  Such  as  shall  have  been  conveyed  to  it  in  satisfaction  of  debts 
previously  contracted  in  the  course  of  its  dealings ; or, 

4.  Such  as  shall  have  been  purchased  at  sales  upon  judgments,  de- 
crees or  mortgages  obtained  or  made  for  such  debts. 

The  said  corporations  shall  not  purchase,  hold  or  convey  real  estate 
in  any  other  case,  or  for  any  other  purpose,  and  all  such  real  estate  as 


MUTUAL  LIFE,  NEW  YORK. 


175 


-shall  not  be  necessary  for  the  accommodation  of  the  said  company  in 
the  convenient  transaction  of  its  business,  shall  be  sold  and  disposed  of 
within  six  years  after  the  said  company  shall  have  required  title  to 
the  same,  and  it  shall  not  be  lawful  for  the  said  company  to  hold  such 
real  estate  for  a longer  period  than  that  above  mentioned. 

Sec.  3.  [Members.] — All  persons  who  shall  hereafter  insure  with 
the  said  corporation,  and  also  their  heirs,  executors,  administrators  and 
assigns,  continuing  to  be  insured  in  the  said  corporation,  as  hereinafter 
provided,  shall  thereby  become  members  thereof,  during  the  period 
they  shall  remain  insured  by  said  corporation,  and  no  longer. 

Sec.  4.  [Powers  of  Board.] — All  the  corporate  powers  of  the  said 
company  shall  be  exercised  by  a board  of  trustees,  and  such  officers  and 
agents  as  they  may  appoint.  The  board  of  trustees  shall  consist  of 
thirty-six  persons,  all  of  whom  must  be  citizens  of  this  State.  They 
shall  elect  a president  annually,  who  shall  be  a member  of  this  corpo- 
ration, and  they  shall  have  power  to  declare  by  by-law  what  number 
of  trustees  less  than  a majority  of  the  whole,  but  not  less  than  nine 
shall  be  a quorum  for  the  transaction  of  business. 

Sec.  5.  [First  Board  of  Trustees.] — The  persons  named  in  the  first 
section  of  this  act  shall  constitute  the  first  board  of  trustees. 

Sec.  6.  [Trustees  Divided  into  Classes.] — The  trustees  shall,  at 
their  first  meeting,  divide  themselves  by  lot  into  four  classes  of  nine 
each.  The  term  of  the  first  class  shall  expire  at  the  end  of  one  year; 
the  term  of  the  second  class  shall  expire  at  the  end  of  two  years ; the 
term  of  the  third  class  shall  expire  at  the  end  of  three  years ; the  term 
of  the  fourth  class  shall  expire  at  the  end  of  four  years,  and  so  on  suc- 
cessively each  and  every  year.  The  seats  of  these  classes  shall  be  sup- 
plied by  the  members  of  this  corporation,  a plurality  of  votes  consti- 
tuting a choice ; but  an  insurance  of  at  least  one  thousand  dollars  in 
amount  shall  be  necessary  to  entitle  any  member  to  a vote.  This  sec- 
tion shall  not  be  construed  to  prevent  a trustee  going  out  from  being 
eligible  to  a re-election.  The  board  of  trustees  may  fill  any  vacancies 
in  their  number  occasioned  by  death,  resignation,  or  removal  from  the 
State.  The  election  of  trustees  shall  be  held  on  the  first  Monday  of 
June  in  each  year,  at  such  place  in  the  city  of  New  York  as  the  board 
of  trustees  shall  designate,  of  which  they  shall  give  at  least  fourteen 
days’  previous  notice  in  two  of  the  public  newspapers  printed  in  the  said 
city ; and  the  board  of  trustees  shall  at  the  same  time  appoint  three 
members  of  the  said  corporation  inspectors  to  preside  at  such  elec- 
tion ; and  if  any  of  the  said  inspectors  decline  or  fail  to  attend,  the  trus- 
tees may  appoint  others  to  fill  such  vacancies. 

Sec.  7.  [Members  Must  Pay  Their  Premiums.] — Every  person 


176 


CHARTERS  OF  LIFE  INSURANCE  COMPANIES. 


who  shall  become  a member  of  this  corporation  by  effecting  insurance- 
therein,  shall,  the  first  time  he  effects  insurance,  and  before  he  receives 
his  policy,  pay  the  rates  that  shall  be  fixed  upon  and  determined  by  the 
trustees ; and  no  premium  so  paid  shall  ever  be  withdrawn  from  said 
company,  except  as  hereinafter  provided,  but  shall  be  liable  to  all  the 
losses  and  expenses  incurred  by  this  company  during  the  continuance 
of  its  charter. 

Sec.  8.  [Premiums.] — The  trustees  may  determine  the  rates  of  in- 
surance, and  the  sum  to  be  insured. 

Sec.  9.  [Funds.] — It  shall  be  lawful  for  the  said  corporation  to 

invest  the  said  premiums  in  the  securities  designated  in  the  two  follow- 
ing sections,  and  to  sell,  transfer  and  change  the  same,  and  reinvest  the 
funds  of  said  corporation  when  the  trustees  shall  deem  expedient. 

Sec.  10.  [Investments  in  Real  Estate.] — The  whole  of  the  premium 
received  for  insurance  by  said  corporation,  except  as  provided  for  in 
the  following  sections,  shall  be  invested  in  bonds  and  mortgages  on 
unincumbered  real  estate  within  the  State  of  New  York ; the  real  prop- 
erty to  secure  such  investment  of  capital  shall,  in  every  case,  be  worth 
twice  the  amount  loaned  thereon. 

Sec.  11.  [Investments  in  Stocks.] — The  trustees  shall  have  power 
to  invest  a certain  portion  of  the  premiums  received,  not  to  exceed  one- 
half  thereof,  in  public  stocks  of  the  United  States  or  of  this  State,  or 
of  any  incorporated  city  in  this  State. 

Sec.  12.  [Company  May  Sue  and  be  Sued.] — Suits  at  law  may 
be  maintained  by  said  corporation  against  any  of  its  members  for  any 
cause  relating  to  the  business  of  said  corporation ; also  suits  at  law  may 
be  prosecuted  and  maintained  by  any  member  against  said  corporation 
for  losses  by  death,  if  payment  is  withheld  more  than  three  months 
after  the  company  is  duly  notified  of  such  losses ; and  no  member  of  the 
corporation  shall  be  debarred  his  testimony  as  witness  in  any  such  cause 
on  account  of  his  being  a member  of  said  company ; and  no  member  of 
the  corporation,  not  being  in  his  individual  capacity  a party  to  such 
suit,  shall  be  incompetent  as  a witness  in  any  such  cause  on  account  of 
his  being  a member  of  said  company. 

Sec.  13.  [Members  to  Share  in  Profits.] — The  officers  of  said  com- 
pany, at  the  expiration  of  five  years  from  the  time  that  the  first  policy 
shall  have  been  issued  and  bear  date,  and  within  sixty  days  thereafter, 
and  during  the  first  sixty  days  of  every  subsequent  period  of  five  years, 
shall  cause  a balance  to  be  struck  of  the  afifairs  of  the  company,  and 
shall  credit  each  member  with  an  equitable  share  of  the  profits  of  the 
said  company.  And  in  case  of  the  death  of  the  party  whose  life  is  in- 
sured, the  amount  standing  to  his  credit  at  the  last  preceding  striking 


MUTUAL  LIFE,  NEW  YORK. 


177 


of  balance  as  aforesaid,  shall  be  paid  over  to  the  person  entitled  to  re- 
ceive the  same;  and  the  proportion  which  shall  be  found  to  belong  to 
him  at  the  next  striking  of  balance,  shall  be  paid  when  the  same  shall 
be  ascertained  and  declared.  Any  member  of  the  company  who  would 
be  entitled  to  share  in  the  profits,  who  shall  have  omitted  to  pay  any 
premium,  or  any  periodical  payment  due  from  him  to  the  company, 
may  be  prohibited  by  the  trustees  from  sharing  in  the  profits  of  the 
company;  and  all  such  previous  payments  made  by  him  shall  go  to  the 
benefit  of  the  company.  No  member,  except  officers  and  agents 
thereof,  shall  be  personally  liable  for  the  losses  of  the  company ; and 
such  officers  and  agents  severally  shall  only  be  liable  for  the  losses 
arising  by  reason  of  their  own  respective  neglect  or  misconduct.  (As 
amended  by  laws  of  1851,  chapter  60.) 

Sec.  14.  [Balance  Statements  to  be  Made.] — On  some  day  in  the 
first  thirty  days  after  the  expiration  of  the  first  five  years  from  the 
time  when  the  said  company  shall  issue  their  first  policy,  and  within 
the  first  thirty  days  of  every  subsequent  five  years,  the  officers  of  the 
said  company  shall  cause  to  be  made  a general  balance  statement  of 
the  affairs  of  the  said  company,  which  shall  be  entered  in  a book  pre- 
pared for  that  purpose,  which  shall  be  subject  to  the  examination  of 
any  member  of  the  company  during  the  usual  hours  of  business,  for 
the  term  of  thirty  days  thereafter.  Such  statement  shall  contain : 

1.  The  amount  of  premiums  received  during  the  said  period. 

2.  The  amount  of  expenses  of  the  said  company  during  the  said 
period. 

3.  The  amount  of  losses  incurred  during  the  same  period. 

4.  The  balance  remaining  with  the  said  company. 

5.  The  nature  of  the  security  on  which  the  same  is  invested  or 
loaned,  and  the  amount  of  cash  on  hand. 

The  said  company  shall  also  make  and  transmit  to  the  comptroller 
of  the  State,  on  the  first  day  of  January  in  each  year,  a full  statement 
of  its  affairs  in  the  same  manner  as  moneyed  corporations  are  required 
to  do  under  the  second  title  of  the  eighteenth  chapter  of  the  first  part 
of  the  revised  statutes.  The  books  of  the  said  company  shall  be  open 
to  the  examination  of  any  member  thereof  during  the  usual  hours  of 
business,  in  the  same  manner  as  the  books  of  moneyed  corporations  are 
required  by  the  revised  statutes  to  be  kept  open  for  the  inspection  of 
the  stockholders  thereof. 

Sec.  15.  [Laws  that  Do  Not  Apply.] — The  sections  of  the  revised 
statutes,  from  nineteen  to  twenty-five,  both  inclusive,  of  the  first  article 
of  the  second  title  of  the  eighteenth  chapter  of  the  first  part,  shall  not 
be  applicable  to  the  corporation  hereby  created. 


i ?8 


CHARTERS  OF  LIFE  INSURANCE  COMPANIES. 


Sec.  16.  [Place  of  Business.] — The  operations  and  business  of  the 
corporation  shall  be  carried  on  at  such  place  in  the  city  of  New  York 
as  the  trustees  shall  direct. 

Sec.  i 7.  [When  Policies  May  be  Issued.] — No  policy  shall  be 
issued  by  said  company  until  application  shall  be  made  for  insurance  in 
the  aggregate  of  five  hundred  thousand  dollars  at  least,  and  the  trus- 
tees shall  have  the  right  to  purchase,  for  the  benefit  of  the  company, 
all  policies  of  insurance,  or  other  obligations  issued  by  the  company. 

Sec.  18.  [Charter  May  be  Amended.] — The  legislature  may  at  any- 
time alter  or  repeal  this  act. 

Sec.  19.  This  act  shall  take  effect  immediately. 


Amendment  of  1862. 

An  act  in  relation  to  the  dividends  of  the  Mutual  Life  Insurance  Com- 
pany of  New  York,  passed  April  2,  1862,  three-fifths  being  pres- 
ent. The  people  of  the  State  of  New  York,  represented  in  Senate 
and  Assembly,  do  enact  as  follows  : 

Sec.  1.  The  Mutual  Life  Insurance  Company  of  New  York  may 
appropriate  its  dividends  either  to  the  purchase  of  additional  insurance 
payable  with  the  policy,  or  at  the  option  of  the  insured,  in  reduction  of, 
or  toward  the  annual  payment  of  premiums  on  policies ; such  dividends 
may  be  declared  every  five  years  or  oftener,  at  the  option  of  the  said 
company,  provided  that  said  company  shall  not  make  such  appropria- 
tion in  reduction  of  any  annual  premium  without  the  consent  first  had 
and  obtained  of  the  Superintendent  of  the  Insurance  Department,  after 
each  dividend,  as  to  all  persons  entitled  to  such  dividend. 

Sec.  2.  This  act  shall  take  effect  immediately. 


EXTRACTS  FROM  THE  BY-LAWS. 

1.  Annual  Election;  Who  May  Vote.— Pursuant  to  the  charter  of  the  com- 
pany, the  annual  election  for  one  class  of  trustees,  nine  in  number  to  hold  office 
for  four  years,  shall  be  held  at  the  office  of  the  company,  in  the  city  of  New 
York,  on  the  first  Monday  of  June  in  each  year,  at  noon  of  that  day.  The  poll 
shall  continue  open  for  two  hours,  and  as  much  longer  as  may  be  necessary  to 
receive  the  votes  of  the  corporators  who  may  be  in  attendance.  At  any  annual 
election  every  person  then  insured  in  this  company  to  the  amount  of  one  thou- 
sand dollars  shall  be  entitled,  either  in  person  or  by  proxy,  to  cast  one  vote 
for  a person  to  fill  each  seat  in  the  retiring  class  of  the  board  of  trustees,  or  to 
fill  a vacancy. 

2.  Inspectors  of  Election. — Three  inspectors  of  the  election  shall  be  annu- 
ally appointed  by  the  board,  at  the  quarterly  meeting  of  the  trustees  in  April 
next  previous  to  the  election,  and  also  three  substitutes,  to  act  in  the  order  in 
which  they  may  be  named,  in  case  any  of  the  said  inspectors  fail  to  attend. 
Before  opening  the  poll,  the  inspectors  shall  take  the  oath  required  by  law  and 


MUTUAL  LIFE,  NEW  YORK. 


179 


immediately  after  closing  the  poll,  they  shall  openly  canvass  the  votes  received 
by  them,  and  duly  certify  the  result  in  writing,  and  deliver  such  certificate  to 
the  president.  If  said  quarterly  meeting  shall  fail  to  take  place,  the  president 
shall  call  a special  meeting  for  the  purpose  aforesaid.  Said  special  meeting 
shall  be  held  at  least  sixteen  days  previous  to  the  holding  of  said  election. 

3.  Annual  Meeting. — The  annual  meeting  of  the  trustees  shall  be  held  on  the 
Wednesday  following  the  first  Monday  of  June,  for  the  election  of  a president 
and  standing  committees. 

4.  Quarterly  Meetings. — Quarterly  meetings  of  the  trustees  shall  be  held  in 
January,  April,  July  and  October,  on  any  Wednesday  at  the  option  of  the  presi- 
dent, after  the  second  Wednesday  of  the  month,  and  a report  shall  be  made  to 
them  by  the  president  of  the  concerns  and  business  of  the  company  during  the 
previous  quarter,  stating  particularly  the  insurances  issued,  the  receipts  from 
all  sources,  the  manner  in  which  the  same  shall  have  been  invested  or  paid,  and 
the  amount  remaining  on  hand.  Provided,  nevertheless,  that  the  statement 
herein  required  to  be  presented  at  the  meeting  in  January,  may  in  the  discretion 
of  the  president  be  deferred  until  the  meeting  of  the  board  in  February. 

5.  Reports  by  the  President. — At  the  quarterly  meeting  held  in  January,  or 
in  the  discretion  of  the  president  at  the  meeting  held  in  February,  the  president 
shall  present  a statement  of  the  affairs  and  condition  of  the  company  on  the 
preceding  31st  day  of  December,  showing  the  receipts  and  disbursements  for 
the  past  fiscal  year,  the  liabilities  from  all  sources,  and  the  net  and  gross  assets, 
together  with  such  other  details  as  the  board  may  from  time  to  time  require. 

6.  Intervening  Meetings. — Stated  meetings  of  the  trustees  shall  also  be  held 
on  the  fourth  Wednesdays  of  the  intervening  months,  except  February,  June, 
August  and  September,  unless  the  board  shall  otherwise  direct. 

7.  Special  Meetings. — The  president  may  call  a special  meeting  of  the  trus- 
tees, in  his  discretion;  he  shall  also  call  a special  meeting  whenever  three  of 
the  trustees  shall  request  him  in  writing  to  do  so;  all  special  and  stated  meetings 
shall  be  called  by  a written  or  printed  notice  to  each  trustee;  but  no  business 
shall  be  taken  up  or  considered,  at  a special  meeting,  except  that  referred  to  in 
said  notice,  unless  with  the  consent  of  nineteen  members  of  the  board. 

8.  Vacancies. — At  the  regular  meeting  of  the  board  immediately  preceding 
the  annual  election  of  trustees,  the  president  shall  lay  before  it  the  names  of 
those  whose  terms  of  service  will  expire;  and  information  of  such  vacancies  as 
may  exist  in  that  of  any  other  class,  in  order  that  nominations  may  be  made  of 
such  persons  as  may  be  thought  best  fitted  to  promote  the  interests  of  the 
company. 

9.  Vacancies;  How  Filled. — Vacancies  in  the  board  of  trustees  may  be  filled 
at  any  subsequent  meeting  after  such  vacancy  is  declared,  and  at  a meeting  sub- 
sequent to  that  at  which  the  nomination  of  a person  to  fill  such  vacancy  is 
made.  Notice  of  such  election  shall  be  inserted  in  the  call  issued  to  the  trustees 
for  the  meeting. 

10.  Quorum. — A majority  of  the  trustees  shall  constitute  a quorum  for  the 
transaction  of  business. 

11.  Powers  and  Duties  of  President. — The  president  shall,  if  present,  pre- 
side at  all  meetings  of  the  trustees;  he  shall  be  ex-officio  member  and  chairman 
of  all  standing  committees,  and  may  preside  at  the  meetings  thereof,  except 
the  auditing  committee  and  committee  on  expenditures,  which  latter  commit- 
tees shall  choose  their  own  chairman  and  keep  their  own  minutes;  he  shall  also 


i8o 


CHARTERS  OF  LIFE  INSURANCE  COMPANIES. 


attend  the  meeting  of  any  special  committee  when  requested  by  the  chair- 
man. * * * * 

12.  Cash  and  Securities. — The  care  and  custody  of  all  cash,  stocks,  bonds 
and  securities  belonging  to  the  company,  as  well  as  those  deposited  with  the 
company  for  collateral  security  for  loans  shall  be  vested  in  the  president,  treas- 
urer and  cashier,  who  shall  have  power  to  designate  two  discreet  persons,  each 
one  of  whom  shall  be  entrusted  with  one  of  the  keys  or  one  of  the  combina- 
tions of  the  two  locks  upon  each  safe  containing  negotiable  securities,  neither 
of  which  shall  be  opened,  except  in  the  presence  of  two  of  the  officers  named 
above. 

13.  Endorsements. — In  all  transactions  with  the  Treasury  Department  of 
the  United  States,  the  president,  a vice-president  and  the  treasurer,  each  or 
any  of  them,  is  hereby  authorized  to  receive  and  give  receipts  for  all  money  due 
and  payable  to  this  company,  and  to  endorse  checks  and  drafts  in  its  name  and 
on  its  behalf,  and  full  discharge  for  the  same  to  give. 

14.  Withdrawal  of  Money. — No  moneys  can  be  withdrawn  from  any  bank, 
or  any  other  custodian  of  the  funds  of  the  company,  in  the  office  or  elsewhere, 
except  for  the  use  of  the  company,  and  upon  the  signature  of  the  president  or 
treasurer,  and  a secretary;  and  any  one  of  them  may  endorse  for  deposit  or 
collection  all  checks  or  drafts  for  money  made  payable  to  the  order  of  this 
company. 

15.  Vice-Presidents. — There  shall  be  two  or  more  vice-president,  who  shall 

respectively  have  precedence  in  the  order  of  their  election  and  who  shall  also 
be  trustees  of  the  company  and  hold  office  during  the  pleasure  of  the  board; 
and  whenever  a vacancy  shall  occur,  it  shall  be  filled  by  ballot  at  the  next  or  a 
subsequent  meeting  after  such  vacancy  is  declared.  * * * * 

Second  Vice-President. — There  shall  be  a second  vice-president,  who  shall 
keep  the  minutes  of  the  board  and  of  the  committees  on  insurance  and  agencies, 
and  shall  assist  the  president  and  vice-presidents  in  the  discharge  of  their  duties 
as  directed  by  the  president. 

Third  Vice-President. — There  shall  be  a third  vice-president,  who  shall  have 
the  supervision  of  the  company’s  office  buildings  wherever  located  in  the  United 
States,  collect  the  rents  thereof,  direct  the  purchase  of  such  supplies  as  may  be 
needed  for  the  due  maintenance  of  such  buildings,  have  charge  of  the  current 
expenses  of  such  buildings  and  when  such  expenditures  are  duly  authorized 
shall  certify  that  they  are  in  accordance  with  such  authority  before  payment, 
and  discharge  such  other  duties  as  may  be  assigned  him  by  the  president. 

General  Manager. — The  president  and  vice-presidents  are  authorized  to  dele- 
gate such  portions  of  their  duties  or  powers  as  may  be  deemed  advisable  by 
them,  to  an  executive  officer,  to  be  called  the  general  manager.  He  shall  be  a 
member  of  the  board,  and  ex-officio  member  of  all  standing  committees. 

16.  Appointment  of  President  pro  tern. — The  president  shall,  in  case  of  sick- 
ness or  temporary  absence  of  himself  and  the  vice-presidents,  be  authorized  to 
appoint  a president  pro  tern,  from  among  the  trustees  of  the  company,  to  per- 
form the  duties  of  the  president,  which  appointment  shall  be  entered  on  the 
book  of  the  minutes  of  the  board  by  the  president  or  either  of  the  secretaries. 
An  entry  shall  also  be  made  showing  the  termination  of  his  appointment.  This 
by-law  shall  not  be  constructed  to  prevent  the  board  of  trustees  from  appoint- 
ing or  removing  a president  pro  tern. 

17.  Contracts  for  Insurance. — There  shall  be  two  or  more  secretaries,  who 


MUTUAL  LIFE,  NEW  YORK. 


181 


shall  respectively  have  precedence  in  the  order  of  their  election  and  who  shall 
hold  office  during  the  pleasure  of  the  board.  They  shall  have  power  with  the 
president  to  make  contracts  for  insurance  on  life  and  for  annuities  and  all  other 
contracts  necessary  for  the  company  in  the  management  of  its  affairs  in  con- 
formity with  the  rules  and  regulations  of  the  board  for  the  time  being;  they  shall 
have  the  general  management  of  the  office  business  and  of  the  clerks  employed 
in  the  head  offices  of  the  company,  and  the  president  may  designate  any  one  of 
them  to  perform  such  special  duties  as  he  may  see  fit  to  prescribe.  In  the  ab- 
sence of  the  secretaries  the  assistant  secretary  shall  discharge  such  of  the  duties 
of  the  secretaries  as  may  be  assigned  him  by  the  president,  and  the  president 
may  also,  in  his  discretion,  detail  any  officer  or  head  of  a department  to  act  as 
a secretary  pro  tern.  * * * * 

18.  Treasurer;  Loans  on  Securities. — There  shall  be  a treasurer  of  the  com- 
pany, who  shall  hold  his  office  during  the  pleasure  of  the  board;  it  shall  be  his 
duty  to  attend  at  his  office  during  the  hours  of  business;  to  receive  and  decide 
on  applications  for  loans  upon  pledge  of  collateral  securities,  accepting  only 
such  securities  as  shall  have  been  authorized  by  the  committee  on  finance;  to 
report  the  details  of  such  loans  weekly  to  the  committee;  to  cause  the  necessary 
margin  to  be  kept  good  on  such  loans;  to  report  from  time  to  time,  as  re- 
quired, to  the  president,  the  condition  of  the  securities  owned  by  the  company 
and  of  the  loans  upon  securities;  to  have  a general  oversight  of  the  stocks  and 
bonds  belonging  to  the  company;  and  discharge  such  other  duties  as  may  be 
assigned  him. 

There  shall  be  an  assistant  treasurer  and  a second  assistant  treasurer  who 
shall  aid  in  discharging  the  duties  of  the  treasurer.  * * * * 

19.  Investments. — All  investments  in  such  stocks  or  bonds  as  have  been 
approved  by  the  finance  committee,  by  loans  thereon,  shall  be  made  with  the 
approval  of  the  treasurer  in  writing;  and  no  substitution  shall  be  made  without 
a similar  approval,  and  there  shall  be  no  substitution  of  securities  the  aggregate 
value  of  which  shall  be  inferior  to  the  value  of  those  withdrawn.  In  no  case 
shall  the  margin  upon  any  loan  be  allowed  to  fall  below  that  upon  which  the 
loan  was  made,  without  requiring  that  the  same  shall  be  made  good  or  the  loan 
called  in.  * * * * 

20.  Comptroller. — There  shall  be  a comptroller  of  the  company,  who  shall 
hold  his  office  during  the  pleasure  of  the  board;  it  shall  be  his  duty  to  attend 
at  his  office  during  the  hours  of  business;  to  appraise  or  cause  to  be  appraised 
all  real  estate  submitted  to  the  committee  on  finance  as  security  for  loans  on 
bond  and  mortgage;  to  advise  foreclosures  in  such  cases  as  the  interest  of  the 
company  may  require;  to  report  quarterly  to  the  president  all  purchases  and 
sales  of  real  estate,  and  annually  the  general  condition  and  features  of  the  loans 
upon  bond  and  mortgage,  and  of  the  company’s  real  estate  (except  its  office 
buildings)  ; to  oversee  and  direct  as  to  the  renting,  repairing,  and  insuring  of 
all  buildings  or  lands  belonging  to  the  company  (except  the  company’s  office 
buildings)  ; to  see  that  the  taxes  and  assessments  do  not  accumulate  against 
property  owned  by  or  mortgaged  to  the  company,  and  to  perform  such  other 
duties  as  may  be  assigned  him  by  the  president  or  the  committee  on  finance. 

21.  Loans  on  Real  Estate. — When  loans  on  real  estate  are  authorized,  the 
comptroller  shall,  in  each  case,  notify  the  general  solicitor  of  the  company,  and 
furnish  him  the  particulars  of  the  loan;  the  general  solicitor  shall  thereupon 
examine  both  the  application  and  the  authority  for  the  loan,  as  expressed  in 


182 


CHARTERS  OF  LIFE  INSURANCE  COMPANIES. 


the  book  of  approval  of  the  finance  committee,  and  have  the  bond  and  mort- 
gage drawn  in  conformity  with  the  conditions  therein  contained;  and,  in  case  of 
disagreement  as  to  the  quantity  of  land,  or  otherwise,  he  shall  report  the  same 
to  the  president  before  the  title  is  approved. 

22.  The  president  may  allow  the  loan,  notwithstanding  any  slight  discrepance 
in  the  quantity  of  land  between  the  amount  stated  in  the  application  as  passed 
and  the  amount  actually  contained  in  the  mortgage — provided  the  value  and 
sufficiency  of  the  security  be  unimpaired;  but  such  discrepance  shall  be  reported 
by  the  president  to  the  finance  committee  at  their  next  ensuing  meeting.  The 
mortgage  shall,  in  all  cases,  express  the  extent  and  boundaries,  and  if  on  farming 
lands,  the  number  of  acres. 

23.  Loans. — Before  any  money  is  paid  out  for  authorized  loans,  the  following 
securities  and  documents  must  be  lodged  with  the  comptroller,  duly  certified  in 
writing  by  the  general  solicitor  to  be  valid  and  correct  and  the  following  re- 
quirements complied  with: 

First,  Deposits.  The  bond  is  to  be  delivered  to  him;  and  likewise  the  mortgage 
on  the  property,  prepared  to  be  duly  recorded,  or  a certificate  of  the  proper 
county  clerk  that  the  same  has  been  recorded  or  left  for  record.  It  shall  be  the 
duty  of  the  general  solicitor  to  see  that  it  is  duly  recorded. 

Second.  The  abstract  of  title,  approved  as  the  executive  officers  of  the  finance 
committee  may  in  special  cases  direct,  containing  examinations  continued  to  the 
time  of  making  the  loan  or  the  recording  of  the  mortgage.  There  shall  be 
attached  to  the  abstract  such  original  searches  as  may  be  deemed  necessary; 
except  in  cases  where  original  searches  have  been  made,  and  are  deposited  with 
the  company,  or  are  filed  in  some  court,  in  which  last  case  copies  may  be  an- 
nexed, reference  being  made  to  the  office  or  court  in  which  such  originals  are 
filed;  provided,  however,  that  searches  made  only  to  the  date  of  the  loan  shall 
be  subsequently  continued  to  the  recording  of  the  mortgage. 

Third.  The  affidavit  of  the  owner  that  no  other  incumbrance  on  the  property 
exists  at  the  time  of  the  delivery  of  the  mortgage,  except  such  prior  incum- 
brances as  are  to  be  paid  off  out  of  the  loan  this  company  may  make,  and  which 
shall  be  specifically  stated.  This  provision  may  be  waived  by  the  general  solici- 
tor with  the  concurrence  of  the  president. 

Fourth.  Satisfactory  policies  of  fire  insurance,  when  required,  shall  be  fur- 
nished by  the  mortgagor. 

Fifth.  Prior  Incumbrances. — Where  there  are  prior  incumbrances  to  be  paid 
out  of  any  loan  this  company  may  make  on  property,  said  incumbrances  shall  be 
first  removed  by  the  party  to  whom  the  loan  is  to  be  made,  or  this  company 
may,  on  the  written  request  of  said  party,  pay  the  amount  of  said  incumbrance 
directly  to  the  party  holding  it,  or  his  attorney  in  fact. 

Sixth.  Assignment  of  Mortgage. — Payments  made  on  mortgages  shall  be 
confined  strictly  to  the  amounts  approved  on  the  books  of  the  finance  com- 
mittee. 

Seventh.  When  loans  are  made  on  assignment  of  bond  and  mortgage,  the 
foregoing  provisions  shall  apply  as  far  as  may  be  practicable. 

Eighth.  Foreclosure  When  Interest  is  Thirty  Days  in  Arrears. — No  interest 
shall  be  allowed  to  remain  due  and  unpaid  longer  than  thirty  days,  on  any  bond 
and  mortgage  held  by  this  company,  without  a foreclosure  or  suit  being  ordered 
by  the  president,  unless  the  finance  committee  or  the  board  of  trustees,  by  vote 
entered  upon  the  minutes,  shall  authorize  a longer  delay. 


MUTUAL  LIFE,  NEW  YORK. 


183 

How  Bonds  Shall  be  Satisfied.  No  payments  of  the  principal  of  bonds  shall 
be  deemed  valid  except  upon  the  joint  receipt  of  the  president  and  one  of  the 
secretaries,  and  this  shall  be  incorporated  in  the  bond  as  part  of  the  contract. 

24.  Loans  to  Corporations. — No  loans  upon  bond  and  mortgage  shall  be 
made  to  corporations  without  ample  personal  security  for  both  principal  and 
interest,  in  addition  to  the  real  estate  required  by  the  charter. 

25.  Commissions  or  Fees. — No  commissions  or  compensation,  direct  or  in- 
direct, for  procuring  or  facilitating  loans  from  the  company,  or  sales  to  or  pur- 
chases from  the  company,  shall  be  received  by  any  trustee  or  by  any  of  its 
officers  or  other  persons,  in  its  employment;  no  trustee  or  officer  shall  act  as  a 
member  of  a committee  or  vote  at  a meeting  of  the  board  upon  the  approval  of 
any  purchase  from  the  company  or  any  sale  to  the  company,  in  which  he  has  an 
interest,  direct  or  indirect,  of  any  kind  whatsoever. 

Neither  the  general  solicitor  nor  any  person  in  his  office,  nor  any  person  who- 
soever receiving  a salary,  shall  receive  pay  from  or  have  any  claim  against  the 
company,  excepting  his  salary,  provided,  however,  that  this  may  be  waived  in  any 
instance  or  instances  by  a precedent  vote  of  the  board  of  trustees  specifically 
authorizing  a different  and  other  provision  in  any  contract  of  employment,  the 
full  terms  of  which  shall  be  before  the  board ; and  further  provided,  that  no 
amendment  or  modification  of  such  contract  shall  be  valid  unless  by  a like 
precedent  authority  of  the  board  of  trustees ; and  further  provided,  that  such 
contract  shall  be  inserted  in  full  in  the  minutes  of  the  meeting  of  the  board  of 
trustees  authorizing  the  same,  and  in  every  case  the  salary  attached  to  the 
office  or  employment  shall  be  full  compensation  for  all  services  rendered  to  the 
company  or  performed  on  its  behalf  during  the  term  for  which  such  salary 
is  paid. 

* * * * No  person  connected  with  the  company  at  its  head  office,  except  its 
officers  and  the  assistants  to  the  cashier,  shall  receive  any  moneys  due  or  payable 
to  the  company ; and  the  officers  only  shall  receipt  for  the  same. 

30.  Law  Department. — There  shall  be  a department  to  be  called  the  law  de- 
partment of  The  Mutual  Life  Insurance  Company  of  New  York,  with  such  sub- 
divisions, officers,  assistants,  and  duties,  as  may  be  from  time  to  time  appointed 
and  assigned  thereto  by  the  board  or  the  president. 

31-  General  Solicitor. — There  shall  be  a general  solicitor  of  the  company, 
who  shall  hold  his  office  during  the  pleasure  of  the  board.  He  shall  be  the  chief 
officer  of  the  law  department,  and  shall  under  the  direction  of  the  president  and 
of  the  appropriate  committees,  have  professional  charge  of  and  conduct  or  super- 
vise all  the  legal  business  of  the  company,  including  all  legislative  business,  and 
including  examination  of  titles  upon  loans ; but  the  president  or  committees  shall 
have  power  to  ask  and  obtain  other  legal  advice  or  assistance  whenever  in  their 
judgment  such  advice  or  assistance  may  be  necessary  or  proper,  or  whenever  so 
requested  by  the  chief  of  such  department,  but  no  retainer  shall  be  made  or 
expenses  incurred  for  legal  advice  or  assistance  without  the  approval  in  writing 
of  one  of  the  executive  officers  on  the  direction  of  such  committees. 

34.  Supply  Department. — There  shall  be  a department  of  supplies  and  print- 
ing, the  chief  officer  of  which  shall  be  designated  superintendent  of  the  supply 
department.  All  purchases  of  stationery  and  of  the  miscellaneous  supplies  which 
are  furnished  by  the  company,  for  the  use  of  the  agents  and  for  the  use  of  the 
company  at  its  head  office — and  when  directed  by  the  president,  for  the  main- 
tenance and  current  expenses  of  the  company’s  buildings — and  contracts  for 


184 


CHARTERS  OF  LIFE  INSURANCE  COMPANIES. 


printing — shall  be  made  by  such  officer  upon  a competitive  basis,  under  the 
authority  of  the  president  or  of  the  committee  on  expenditures  and  shall  be  re- 
ported weekly  to  such  committee.  He  shall  supervise  and  keep  due  record  of 
all  such  contracts — and  shall  be  responsible  to  the  president  for  the  proper  exe- 
cution of  the  same  by  the  contractors. 

35.  Standing  Committees. — There  shall  be  the  following  standing  committees 
of  the  board,  whose  members  shall  be  elected  by  ballot  annually: 

1.  A finance  committee. 

2.  A committee  on  agencies. 

3.  A committee  on  insurance. 

4.  A committee  on  mortuary  claims. 

5.  A committee  on  expenditures. 

6.  An  auditing  committee. 

In  case  of  a vacancy  or  vacancies  occurring  in  the  membership  of  any  of  the 
standing  committees,  the  same  may  be  filled  for  the  unexpired  term  or  terms 
by  the  remaining  members  of  such  committees  respectively. 

36.  Finance  Committee. — The  finance  committee  shall  consist  of  six  trustees, 
who  shall  meet  at  least  once  every  week.  All  investments  of  the  company  shall 
be  made  under  its  direction,  and  it  shall  have  the  supervision  of  the  securities 
held  by  the  company  and  select  the  depositories  of  its  funds.  It  shall  have 
authority  to  dispose  of  the  securities  of  the  company,  and  to  direct  the  transfer 
thereof.  It  shall  also  determine  all  questions  of  salary  and  compensation  for 
services  when  not  fixed  by  the  board,  the  president  or  another  appropriate  com- 
mittee, and  may  provide  for  the  continuance  in  the  service  of  the  company  at 
reduced  compensation  of  officers  and  employees  attaining  the  age  of  sixty-five 
years. 

37.  Bonds  of  Officers. — The  president,  all  the  vice-presidents,  secretaries, 
treasurer  and  cashier  and  their  assistants  shall  each  give  a bond  for  the  faithful 
performance  of  his  duties,  with  sufficient  surety,  in  such  amount  as  shall  be  de- 
termined by  the  finance  committee.  Every  such  bond  must  be  approved,  as  to 
its  form  and  sufficiency,  by  the  said  committee,  the  execution  thereof  be  duly 
acknowledged,  and  the  bond  delivered  to  any  member  of  the  committee  to  be 
designated  by  them,  in  whose  custody  it  shall  remain  subject  to  the  order  of 
the  trustees. 

38.  Bonds  of  Officers. — The  finance  committee  may  also  require  an  official 
bond  from  any  other  officer,  clerk,  or  agent  of  the  company,  in  such  penalty  and 
with  such  surety  as  they  may  deem  proper.  Every  official  bond  shall  by  its  terms 
provide  that  it  is  to  continue  in  force  until  another  is  duly  given  and  accepted, 
and  that  it  shall  cover  all  acts  of  the  party  named,  in  whatever  department  or 
duty  he  may  be  engaged  temporarily  or  otherwise  while  in  the  company’s  ser- 
vice. The  committee  may  also,  for  cause  satisfactory  to  them,  at  any  time  require 
a new  or  additional  bond  from  any  officer  of  the  company. 

39.  Searches. — Searches  for  taxes  and  assessments  may  be  ordered  by  the 
finance  committee,  or  at  their  discretion,  may  be  required  from  the  owners  of 
property  mortgaged  to  the  company. 

40.  Sales  Under  Foreclosure.— It  shall  be  the  duty  of  the  comptroller  to  give 
proper  notice  to  the  finance  committee  of  sales  to  be  made  under  foreclosure  of 
mortgages.  The  president,  or,  if  he  is  unable  to  attend,  some  other  person  ap- 
pointed by  him,  shall  be  present  to  protect  the  interests  of  the  company  at  all 
such  sales. 


MUTUAL  LIFE,  NEW  YORK. 


l85 

41.  Committee  on  Agencies. — The  committee  on  agencies  shall  consist  of 

five  trustees.  * * * * 

42.  Committee  on  Insurance. — The  committee  on  insurance  shall  consist  of 
six  trustees.  * * * * 

43.  Committee  on  Mortuary  Claims. — The  committee  on  mortuary  claims 

shall  consist  of  five  members.  * * * * 

44.  Committee  on  Expenditures. — The  committee  on  expenditures  shall  con- 
sist of  three  members,  who  shall  meet  weekly.  All  accounts  against  the  com- 
pany, except  those  duly  authorized  by  the  appropriate  committee,  must  be 
passed  upon  by  this  committee,  who  shall  not  approve  the  payment  of  any  moneys 
except  upon  vouchers  disclosing  fully  the  nature  of  the  claim,  the  manner  of  the 
payment,  the  person  paid,  the  services  rendered  or  property  furnished ; and  all 
payments  which  may  be  made  only  on  authority  of  any  of  the  executive  officers 
in  the  intervals  between  the  meetings  of  this  committee  shall  be  reported  to  the 
committee  at  its  next  meeting. 

45.  Auditing  Committee.— The  auditing  committee  shall  consist  of  three 

trustees.  * * * * 

46.  Standing  Committees. — All  meetings  of  the  standing  committees  shall 
be  held  at  the  office  of  the  company,  and  on  notice  issued  by  a secretary  to  each 
member  thereof. 

Minutes  of  the  proceedings  and  resolutions  of  each  committee  shall  be  kept 
in  books  provided  for  that  purpose,  and  shall  be  read  at  the  next  regular  meet- 
ing of  the  trustees. 

Reports  of  Committees. — Every  report  of  a standing  or  special  committee, 
not  entered  on  the  minutes,  shall  be  in  writing,  and  signed  by  the  members  of 
the  committee  assenting  thereto. 

47.  Examination  of  Assets.— At  the  close  of  each  fiscal  year,  the  accounts 
and  assets  of  the  company  shall  be  examined  by  a special  committee  of  four  or 
more  trustees  (not  members  of  the  finance  committee),  whose  report  shall  be 
placed  on  the  minutes. 

48.  The  seal  of  the  corporation  shall  be  under  the  charge  of  the  president, 
who  shall  have  the  power  to  affix  the  same  to  certificates  acknowledging  satis- 
faction of  mortgages ; to  pleadings  in  actions  at  law  and  legal  proceedings ; and 
to  the  appointment  of  agents  or  attorneys  for  other  States ; and,  when  authorized 
by  the  finance  committee,  to  assignments  of  mortgages  when  the  whole  amount 
due  thereon  is  paid,  but  without  guarantee ; to  releases  of  portions  of  mortgaged 
premises,  and  to  deeds  conveying  real  estates ; to  powers  of  attorney  for  the 
transfer  of  stocks,  or  for  the  collection  of  dividends,  with  the  concurrence  of  the 
finance  committee,  as  provided  by  these  by-laws. 

49.  In  all  cases  where  the  seal  of  the  corporation  is  used,  it  shall  be  attested 
by  a secretary. 

50.  Stocks,  Their  Transfer,  Etc. — All  investments ' in  stocks  or  registered 
bonds  shall  be  made  in  the  name  of  “The  Mutual  Life  Insurance  Company  of 
New  York.”  The  president  shall  have  power  to  collect  interest  and  dividends 
thereon.  Transfers  of  such  bonds  and  stocks  may  be  made  by  the  president 
and  any  three  members  of  the  finance  committee  in  the  name  of  the  company 
whenever  a resolution  authorizing  the  same  shall  have  been  passed  by  the 
finance  committee. 

51.  Officers  Defined. — Where  the  word  “officers”  is  used  in  these  by-laws, 
it  shall  be  deemed  to  apply  to  and  include  only  the  persons  holding  the  following 


i86 


CHARTERS  OF  LIFE  INSURANCE  COMPANIES 


general  manager,  treasurer,  comptroller,  secretary  and  cashier;  and  where  the 
words  “executive  officers”  are  used  in  these  by-laws,  they  shall  be  deemed  to 
apply  only  to  the  persons  holding  the  following  offices:  president,  vice-president, 
second  vice-president,  third  vice-president,  general  manager  and  treasurer. 

52.  By-Laws,  How  Amended. — These  by-laws  may  be  altered  at  any  meeting 
of  the  board,  by  a vote  of  two-thirds  of  the  trustees  present;  provided  notice  of 
the  proposed  alterations  shall  be  given  at  the  meeting  immediately  preceding 
their  adoption. 


MUTUAL  RESERVE  LIFE. 


IS? 


MUTUAL  RESERVE  LIFE  INSURANCE  COMPANY. 


This  is  to  certify  that  the  Mutual  Reserve  Fund  Life  Association,  a 
corporation  originally  organized  under  and  by  virtue  of  chapter  267  of 
the  laws  of  1875,  and  reincorporated  and  transacting  business  under 
chapter  175  of  the  laws  of  1883,  of  the  State  of  New  York,  and  the 
laws  amendatory  thereof  and  supplementary  thereto,  has  duly  ac- 
cepted the  provisions  of  the  act  of  the  Legislature  of  the  State  of  New 
York,  being  chapter  690  of  the  laws  of  1892,  known  as  “The  Insurance 
Law,”  and  the  amendments  thereto,  and  in  conformity  with  the  same 
has  duly  adopted  the  following  amended  charter : 

Article  i.  The  name  of  the  corporation  shall  be  “Mutual  Reserve 
Life  Insurance  Company.” 

Article  2.  The  company  shall  be  located  and  its  principal  place 
of  business  shall  be  in  the  city  of  New  York  in  the  State  of  New  York. 

Article  3.  The  business  of  the  company  shall  be  insurance  upon 
the  lives  or  the  health  of  persons,  and  all  and  every  insurance  apper- 
taining thereto,  the  making  of  endowments,  and  the  granting,  pur- 
chasing and  disposing  of  annuities,  such  kind  of  insurance  being 
authorized  under  subdivision  one  of  Sec.  70  of  “The  Insurance  Law.” 
Article  4.  Sec.  i.  All  the  corporaate  powers  of  the  company 
shall  be  exercised  by  the  board  of  directors,  and  such  officers  and 
agents  as  the  board  may  elect  or  appoint. 

Sec.  2.  The  board  of  directors  shall  consist  of  twelve  persons,  the 
majority  of  whom  shall  be  citizens  and  residents  of  the  State  of  New 
York,  elected  as  hereinafter  specified  and  as  in  the  by-laws  provided. 

Sec.  3.  The  directors  shall  continue  to  be  divided  into  four  classes 
of  three  each,  and  as  the  term  of  each  class  shall  expire  its  successors 
shall  be  elected  at  the  annual  meeting  of  the  members  for  the  term  of 
four  years,  three  directors  to  be  elected  each  year.  In  case  of  a failure 
to  elect  directors  at  any  annual  meeting  of  the  members,  the  directors 
whose  regular  term  of  office  does  not  then  expire  shall  have  power, 
acting  as  a board,  to  elect  directors  to  fill  the  vacancies  caused  by  such 
failure  to  elect ; and  in  case  of  any  vacancy  occurring  in  the  board,  at 
any  time,  the  board  of  directors  shall  have  power  to  fill  such  vacancy 
for  the  unexpired  term,  a majority  of  the  votes  of  a quorum  of  the 
then  existing  board  constituting  a choice.  Any  retiring  director  shall 
be  eligible  for  re-election. 


1 88 


CHARTERS  OF  LIFE  INSURANCE  COMPANIES. 


Sec.  4.  The  present  by-laws  of  the  corporation  which  form  part 
of  its  contracts  with  its  members,  shall  continue  to  be  the  by-laws  of 
the  company,  unless  or  until  the  same  shall  be  revised  or  amended  in 
the  manner  therein  provided. 

Article  5.  Sec.  i.  The  annual  meeting  of  the  members  of  the 
company  shall  be  held  on  the  fourth  Wednesday  in  January  of  each 
year,  at  which  meeting  the  election  of  directors  shall  be  held.  Not  less 
than  five  days’  notice  of  each  annual  meeting  shall  be  given  by  the 
publication  of  the  notice  of  such  annual  meeting  for  three  consecu- 
tive days  at  least  five  days  prior  thereto  in  two  daily  newspapers,  pub- 
lished in  the  city  of  New  York.  All  such  elections  shall  be  by  ballot, 
and  a plurality  of  votes  cast  shall  elect.  The  board  of  directors  shall 
appoint  three  inspectors  for  each  annual  election. 

Sec.  2.  At  every  annual  election  of  directors  each  member  of  the 
company  in  good  standing  shall  be  entitled  to  one  vote,  in  person  or  by 
proxy,  provided  that  no  vote  by  proxy  or  power  of  attorney  shall  be 
accepted  unless  registered  with  the  secretary  of  the  company  at  least 
ten  days  before  the  election  at  which  it  is  offered,  and  such  proxy  must 
at  the  time  be  a member  of  the  company. 

Sec.  3.  The  regular  annual  meeting  of  the  board  of  directors  shall 
be  held  after  the  annual  meeting  of  members  at  which  the  board  of 
directors  shall  elect  a president,  a vice-president,  and  such  other  officers 
as  may  be  prescribed  by  the  by-laws,  who  shall  hold  their  respective 
offices  for  the  terms  therein  mentioned. 

Sec.  4.  The  present  members  of  the  board  of  directors  and  pres- 
ent officers  of  the  corporation  shall  continue  to  be  such  directors  and 
officers  until  the  expiration  of  the  respective  terms  for  which  they 
have  been  elected. 

Article  6.  Sec.  i.  The  company  shall  have  no  capital  stock,  but 
shall  be  a mutual  company. 

Sec.  2.  The  board  of  directors  shall,  within  two  months  subse- 
quent to  the  first  day  of  January  in  each  year,  cause  an  estimate  to  be 
made  of  the  profits  and  true  state  of  the  affairs  of  the  company,  as  near 
as  may  be,  for  the  preceding  year,  which  estimate  and  the  individual 
allotment  thereof,  shall  be  conclusive  upon  all  persons  entitled  to  share 
in  any  distribution  of  surplus  which  shall  be  paid  or  credited  under  and 
according  to  the  terms  of  the  several  respective  policy  contracts. 

Sec.  3.  The  board  of  directors  shall  have  authority  to  reserve  and 
set  aside  such  an  amount  of  the  profits  in  excess  of  the  reserve  required 
by  law  to  be  held  and  maintained,  as  shall  in  their  judgment  be  for  the 
best  interests  of  the  company. 

Article  7.  No  person  shall  incur  any  personal  liability  for  the 


MUTUAL  RESERVE  LIFE. 


189 


losses,  obligations  or  other  liabilities  of  this  company  by  reason  of 
being  a member  thereof,  or  a policy  or  certificate  holder  therein. 

Article  8.  The  company  shall  be  entitled  to  have  and  enjoy  all 
the  rights,  privileges  and  provisions  of  existing  laws  which  might  be 
included  in  this  charter  and  enjoyed  by  it,  if  it  were  originally  incorpo- 
rated under  “The  Insurance  Law”  of  this  State. 

Article  9.  The  charter  of  the  company  shall  be  perpetual. 

In  witness  whereof,  the  corporation  has  caused  its  corporate  seal  to 
be  affixed  hereto,  and  the  same  to  be  attested  by  its  president  and  sec- 
retary this  twenty-fifth  day  of  February,  1902. 

F.  A.  BURNHAM, 

President . 

CHARLES  W.  CAMP, 
Secretary. 


This  is  to  certify,  that  at  a regular  adjourned  meeting  of  the  board  of 
directors  of  the  Mutual  Reserve  Fund  Life  Association  duly  called 
and  held  on  the  fifth  day  of  February,  1902,  at  its  home  office  in  the 
Mutual  Reserve  building  at  305,  307,  309  Broadway,  in  the  city  of  New 
York,  more  than  a majority  of  said  directors  being  present,  the  follow- 
ing resolution  was  duly  offered,  seconded  and  unanimously  adopted : 
Resolved,  That  the  Mutual  Reserve  Fund  Life  Association  do,  and 
it  hereby  does,  accept  the  provisions  of  chapter  690  of  the  laws  of  1892, 
and  the  various  amendments  thereof,  and  adopts  the  foregoing  amended 
charter  pursuant  thereto,  and  that  from  and  after  the  same  has  been 
duly  approved  by  the  Superintendent  of  Insurance  of  the  State  of  New 
York  and  duly  filed  as  required  by  law,  the  business  of  this  corporation 
shall  be  transacted  under  and  according  to  the  provisions  of  said 
amended  charter. 

Resolved,  That  the  president  and  secretary  be,  and  they  hereby  are, 
authorized  and  directed  to  execute  for,  and  in  the  name  of  this  corpo- 
ration each  and  every  certificate,  affidavit  or  other  paper  necessary  to 
carry  into  effect  the  foregoing  resolution. 

F.  A.  BURNHAM, 

President. 

CHARLES  W.  CAMP, 
Secretary. 


Resolutions  passed  at  a meeting  of  the  board  of  directors,  held  Feb- 
ruary 5,  1902. 

Resolved,  That  the  Mutual  Reserve  Fund  Life  Association  do  and 


I gO  CHARTERS  OF  LIFE  INSURANCE  COMPANIES. 

it  hereby  does  accept  the  provisions  of  chapter  690  of  the  laws  of  1892, 
and  the  various  amendments  thereof,  and  adopts  the  foregoing 
amended  charter  pursuant  thereto,  and  that  from  and  after  the  same 
has  been  duly  approved  by  the  Superintendent  of  Insurance  of  the 
State  of  New  York  and  duly  filed  as  required  by  law,  the  business  of 
this  corporation  shall  be  transacted  under  and  according  to  the  pro- 
visions of  said  amended  charter. 

Resolved,  That  the  president  and  secretary  be,  and  they  hereby  are, 
authorized  and  directed  to  execute  for  and  in  the  name  of  this  cor- 
poration each  and  every  certificate,  affidavit,  or  other  paper  necessary 
to  carry  into  effect  the  foregoing  resolution. 

C 


v 


N 


NATIONAL  LIFE,  VERMONT. 


191 


NATIONAL  LIFE  INSURANCE  COMPANY. 


It  is  hereby  enacted  by  the  General  Assembly  of  the  State  of  Vermont, 
as  follows : 

Sec.  1.  [Incorporators.] — The  Hon.  Henry  Clay,  of  Kentucky; 
Hon.  Amos  Abbott,  of  Massachusetts;  Hon.  Robert  P.  Dunlap,  of 
Maine;  Hon.  William  McClay,  of  New  York;  Hon.  William  M.  Tread- 
way, of  Virginia;  Hon.  Alexander  Ramsey,  of  Pennsylvania;  Hon. 
Henry  Y.  Cranston,  of  Rhode  Island ; William  C.  Kittredge,  Robert 
Pierpoint,  Julius  Converse  and  Albert  G.  Whittemore,  of  Vermont, 
and  Benjamin  Balch,  Esq.,  of  Massachusetts,  together  with  their 
present  and  future  associates,  successors  or  assigns,  are  hereby  made  a 
corporation,  by  the  name  of  the  “National  Life  Insurance  Company,” 
of  the  United  States,  for  the  purpose  of  making  insurance  on  single 
lives,  joint  lives  and  survivorship,  and  for  making  reversionary  pay- 
ments and  all  other  contracts  whatsoever,  pertaining  to  the  business  of 
life  and  health  insurance,  upon  the  principle  of  mutual  participation  in 
the  funds  or  profits,  and  mutual  contribution,  or  otherwise,  with  all  the 
usual  powers,  privileges,  obligations  and  liabilities  incident  to  similar 
corporations  within  the  United  States. 

Sec.  2.  [Location.] — The  said  corporation  shall  be  located  in  such 
place  in  the  State  as  a majority  of  the  incorporate  persons  named  in 
the  preceding  section  may  designate  and  the  same  shall  be  unlimited  in 
its  duration. 

Sec.  3.  [Directors.] — Whenever  one  hundred  or  more  persons 
have  subscribed  to  become  members  of  the  said  company,  by  being  in- 
sured, for  one  or  more  years  or  for  the  whole  term  of  life,  the  first 
meeting  may  be  called  by  either  of  the  corporators  herein  named,  for 
organizing  the  corporation ; but  only  one-half  of  the  whole  number  of 
directors  or  trustees  shall  then  be  chosen,  but  absent  members  may 
vote  by  proxy,  when  duly  authorized  in  writing. 

Sec.  4.  [By  Laws.] — Immediately  after  such  organization,  the 
trustees  or  directors  so  chosen  may  adopt  such  by-laws,  rules  and  regu- 
lations for  the  safe  and  prudent  management  of  the  affairs  of  the  said 
corporation,  as  they  shall  deem  expedient ; and  they  shall  open  books 
for  the  subscription  and  payment  of . such  safety  fund  or  reserved 
guarantee  capital  stock,  as  the  by-laws  may  provide. 

Sec.  5.  [Full  Board  to  be  Chosen.] — When  a safety  fund  stock  or 


192 


CHARTERS  OF  LIFE  INSURANCE  COMPANIES. 


reserved  guarantee  capital  shall  have  been  subscribed  and  paid  in,  or 
secured,  in  conformity  to  their  by-laws,  and  the  same  shall  have  “been 
approved  by  the  directors,  the  remaining  half  of  the  directors,  trustees 
and  officers  shall  be  chosen  by  the  stockholders,  allowing  one  vote  for 
each  share  of  stock,  and  absent  stockholders  as  well  as  insured  mem- 
bers may  vote  by  proxy. 

Sec.  6.  [Investment  of  Funds.]—  All  the  funds,  capital  or  stock  of 
the  said  corporation,  not  required  for  immediate  use  in  the  payment  of 
losses  and  contingent  expenses,  shall  be  safely  and  permanently  in- 
vested, either  in  the  stock  of  the  United  States,  or  in  the  public  State 
stocks  of  any  State  of  the  union,  or  in  bonds  and  mortgages  of  im- 
proved and  unincumbered  real  estate  within  the  State  of  Vermont,  of 
the  value  of  fifty  per  cent  more  than  the  sum  invested  or  loaned  or  for 
which  stock  shall  be  issued  in  exchange. 

Sec.  7.  [Guarantee  Capital.] — Before  the  said  company  shall  com- 
mence business  in  pursuance  hereof,  the  president,  or  secretary  or 
actuary,  shall  declare  under  oath  and  before  some  justice  duly  quali- 
fied, that  the  full  number  of  insured  members  required  by  the  pro- 
visions of  the  third  section  of  this  act,  have  been  secured,  together  with 
an  amount  of  safety  fund  or  reserved  guarantee  capital  stock  required 
by  the  by-laws,  of  at  least  one  hundred  thousand  dollars ; but  such 
amount  of  capital  may,  at  the  pleasure  of  the  directors  or  trustees,  be 
taken  either  in  money,  stocks  or  real  estate,  and  the  capital  so  secured 
may  be  increased  at  the  pleasure  of  the  board  to  any  further  sum,  not 
exceeding  one  million  of  dollars. 

Sec.  8.  [Annual  Statements.] — In  pursuance  hereof,  said  corpo- 
ration shall  make  a return  to  the  Legislature  of  this  State  as  often  as 
once  in  each  year,  and  transmit  a full,  true  and  exact  statement,  under 
oath  of  the  president,  actuary  or  secretary,  of  all  their  affairs,  invest- 
ments, loans  and  business,  setting  forth  the  amount  of  each  year’s 
losses,  expenses,  receipts  and  investments,  and  any  further  facts  or  in- 
formation which  the  legislature  shall  require. 

Sec.  9.  [Officers.] — The  business  and  affairs  of  said  company  shall 
be  managed  and  conducted  by  a board  of  fifty  trustees  or  directors, 
twelve  of  whom  shall  constitute  a quorum  for  the  transaction  of  any 
business ; and  the  said  board  shall  be  elected  on  the  first  Monday  of 
January  in  each  year ; who  immediately  thereupon  shall  choose  one  of 
their  number  for  president,  five  for  vice-presidents,  and  they  shall  ap- 
point such  other  officers  and  agents  as  the  by-laws  shall  provide. 

Sec.  10.  [Legislature  May  Amend  Act.] — The  president  and  secre- 
tary of  said  corporation  shall  reside  in  this  State,  and  tips  act  shall  be 


NATIONAL  LIFE,  VERMONT. 


193 


under  the  control  of  the  legislature,  to  alter,  amend  or  appeal,  as  the 
interests  of  said  corporation  and  the  public  good  may  require. 

Sec.  11.  Thio  act  shall  take  effect  immediately. 

Approved  November  13,  1848. 


Amendment  of  1849. 

It  is  hereby  enacted  by  the  General  Assembly  of  the  State  of  Vermont, 
as  follows : 

Sec.  1.  [Board  of  Trustees  May  Close  Subscriptions’.] — The  act 
entitled  “An  act  to  incorporate  the  National  Life  Insurance  Company 
of  the  United  States,”  approved  November  13,  1848,  is  hereby  so 
amended  as  to  allow  the  said  company  the  privilege  of  filling  up  the 
subscriptions  and  securing  the  payments  of  the  required  capital  when- 
ever the  board  of  trustees  shall  deem  it  expedient  or  necessary.. 

Sec.  2.  [Reduction  of  Guarantee  Capital .] — Said  company  may 
commence  business  under  their  said  charter  whenever  two  hundred 
persons  shall  have  subscribed,  to  insure  each  the  sum  of  one  thousand 
dollars  or  more  upon  their  lives  for  one  or  more  years,  or  for  life;  or 
an  aggregate  of  two  hundred  thousand  dollars ; or  whenever  the  sum 
of  twenty-five  thousand  dollars  of  reserved  guarantee  capital  shall  have 
been  subscribed  and  paid  in,  or  secured,  as  provided  in  the  act  hereby 
amended. 

Sec.  3.  [Personal  Securities  May  be  Accepted.] — In  addition  to 
the  securities  allowed  said  company  for  investing  their  capital,  by  the 
original  act  hereby  amended,  said  company  may  receive  such  personal 
securities,  and  railroad  or  bank  stock,  as  the  trustees  shall  deem  ex- 
pedient. 

Sec.  4.  [Board  to  Choose  Officers.] — The  business  and  affairs  of 
said  company  shall  be  managed  by  a board  of  twenty-five  trustees  or 
directors,  ten  of  whom  shall  constitute  a quorum  for  the  transaction  of 
any  business ; and  said  board  shall  choose  one  of  their  number  for 
president,  and  three  for  vice-presidents,  and  shall  appoint  such  other 
officers  and  agents  as  the  by-laws  shall  provide. 

Sec.  5.  [First  Board  of  Directors.] — William  C.  Kittridge,  Ed- 
mund Weston,  Robert  P.  Dunlap,  Julius  Converse,  Jackson  A.  Vail, 
Luther  W.  Anderson,  Homer  W.  Heaton,  John  A.  Page,  Joseph  B. 
Danforth,  Jr.,  George  Langdon,  William  Upham,  Joseph  H.  Barrett, 
Paul  Dillingham,  Lucius  B.  Peck,  William  C.  Bouck,  Julius  Y.  Dewey, 
William  C.  Bradlee,  Benjamin  Balch,  Daniel  Baldwin,  Homer  E.  Hub- 
bell,  Timothy  P.  Redfield,  William  Weston,  Samuel  S.  Phelps,  Na- 
thaniel H.  Eaton  and  Edward  A.  Stansburv,  are  hereby  constituted  said 


I94 


CHARTERS  OF  LIFE  INSURANCE  COMPANIES. 


board  of  trustees  or  directors,  and  shall  hold  their  office  for  one  year, 
and  until  others  are  elected,  agreeably  to  the  by-laws ; and  the  first 
meeting  of  said  board  of  trustees  shall  be  held  at  the  house  of  Mahlon 
Cottrill,  in  Montpelier,  on  the  sixth  day  of  November,  A.  D.  1849,  at 
7 o’clock  P.  M. 

Sec.  6.  [Location  of  Company.] — Said  corporation  shall  be  lo- 
cated in  Montpelier. 

Sec.  7.  [Voting  by  Proxy.] — Absent  members  may  vote  by  proxy, 
when  duly  authorized  in  writing. 

Sec.  8.  [Act  Shall  Take  Effect.] — This  act  shall  take  effect  from 
its  passage. 

Approved  October  26,  1849. 


Amendment  of  1850. 

It  is  hereby  enacted  by  the  General  Assembly  of  the  State  of  Vermont, 
as  follows : 

Sec.  1.  [Courts  to  Try  Cases  Against  Companies.] — The  judges 
of  the  supreme  and  county  courts,  and  justices  of  the  peace  within 
their  respective  jurisdictions,  are  hereby  authorized  and  required  to 
hear,  try  and  determine  all  actions  and  causes  that  come  before  them, 
in  which  the  National  Life  Insurance  Company  of  the  United  States  is 
a party,  notwithstanding  they  may  be  members  of  said  company  by 
having  insurance  therein,  unless  the  adverse  party  in  such  actions  or 
suits  shall  object  thereto. 

Sec.  2.  [Competency  of  Witness.] — No  person  shall  be  judged  in- 
competent to  testify  as  a witness  in  any  action  or  cause  in  which  said 
insurance  company  is  a party  by  reason  of  his  being  a member  or  stock- 
holder of  said  company. 

Sec.  3.  [Stockholders  May  be  Jurors.] — Jurors  in  all  the  courts 
of  this  State  shall  be  required  to  sit  in  the  trial  of  all  actions  or  suits 
in  which  the  said  insurance  company  is  a party,  notwithstanding  they 
may  be  members  thereof,  unless  especially  objected  to  for  this  cause 
by  one  of  the  parties  to  such  action  or  suit. 

Sec.  4.  [Officers  to  Serve  Processes.] — Any  sheriff  or  other  officer, 
within  his  jurisdiction,  is  hereby  authorized  to  serve  or  execute  any 
writ  or  other  process  to  him  directed,  in  which  said  insurance  company 
is  a party,  notwithstanding  such  officer  shall  be  a member  of  said  com- 
pany, any  law  or  usage  to  the  contrary  notwithstanding. 

Sec.  5.  [Proceeds  of  Wife's  Policy.] — It  shall  be  lawful  for  said 
company  to  issue  policies  of  insurance  to  any  married  man  upon  his 
own  life,  expressed  to  be  for  the  sole  use  and  benefit  of  his  wife : and 


NATIONAL  LIFE,  VERMONT. 


195 


in  case  of  her  surviving  him,  the  sum  or  net  amount  of  such  insurance, 
becoming  due  and  payable  by  the  terms  thereof,  shall  be  payable  to  her, 
for  her  own  use,  free  from  the  claims  of  his  representatives  or  of  any 
of  his  creditors ; but  such  exemption  shall  not  apply  when  the  amount 
of  premium  annually  paid  shall  exceed  two  hundred  dollars. 

Sec.  6.  [Policy  of  Deceased  Wife.] — In  case  of  the  death  of  the 
wife  before  the  decease  of  her  husband,  when  the  insurance  is  ex- 
pressed for  the  benefit  of  the  wife,  the  amount  becoming  due  after  his 
death  shall  be  payable  to  her  children,  for  their  use,  and  to  their  guar- 
dian, if  under  age. 

Sec.  7.  [Board  to  Choose  Officers.] — The  business  and  affairs  of 
said  company  shall  hereafter  be  managed  by  a board  of  thirteen  di- 
rectors, seven  of  whom  shall  constitute  a quorum  for  the  transaction 
of  business,  and  the  said  board  shall  be  elected  on  the  first  Monday  of 
January,  annually,  by  the  members  and  stockholders,  from  among  their 
own  number ; and  the  said  directors  shall  elect  one  of  their  number  for 
president,  and  one  for  vice-president,  and  they  shall  appoint  such  other 
officers  and  agents  as  the  by-laws  shall  provide. 

Sec.  8.  [Loans  to  Directors  and  Officers  Prohibited.] — In  no  case 
shall  it  be  lawful  for  said  company  to  loan  any  sum  of  money  to  any 
director  or  officer  of  said  company  upon  any  security  whatever. 

Approved  October  30,  1850. 


Amendment  of  1852. 

It  is  hereby  enacted  by  the  General  Assembly  of  the  State  of  Vermont, 
as  follows : 

Sec.  1.  [Character  of  Investment.] — The  directors  of  the  National 
Life  Insurance  Company  of  the  United  States,  in  addition  to  the  se- 
curities in  which  they  are  now  allowed  to  invest  the  assets  of  said  com- 
pany, shall  be  allowed  to  invest  said  assets  in  city  stocks,  or  bonds,  and 
mortgages  on  unincumbered  real  estate  beyond  the  limits  of  this  State, 
worth  fifty  per  cent  more  than  the  sums  loaned ; and  said  assets  except 
real  estate,  shall  not  be  liable  to  taxation  so  long  as  the  known  and  con- 
tingent liabilities  of  said  company  shall  exceed  its  assets. 

Sec.  2.  [May  Establish  Branch  Offices.] — The  directors  of  said 
company  shall  have  power  to  establish  branches  of  said  company  in 
any  plare  or  places  out  of  the  limits  of  this  State,  if  in  their  opinion 
the  interests  of  the  company  will  be  promoted  thereby. 

Sec.  3.  [Act  to  Take  Effect.] — This  act  shall  take  effect  from  its 
passage. 

Approved  November  12,  1852. 


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CHARTERS  OF  LIFE  INSURANCE  COMPANIES. 


Amendment  of  1858. 

It  is  hereby  enacted  by  the  General  Assembly  of  the  State  of  Vermont, 
as  follows : 

Sec.  1.  [Change  of  Name  of  Company.] — The  National  Life  In- 
surance Company  of  the  United  States  shall  hereafter  be  called  and 
be  known  by  the  title  and  name  of  National  Life  Insurance  Company; 
and  with  this  name  said  company  shall  have  all  its  present  liabilities, 
and  have  and  retain  all  the  rights  and  privileges  it  possessed  prior  to 
this  alteration  of  its  name. 

Sec.  2.  [Act  to  Take  Effect.] — This  act  shall  take  effect  from  its 
passage. 

Approved  October  27,  1858. 


Amendment  of  1886. 

It  is  hereby  enacted  by  the  General  Assembly  of  the  State  of  Vermont : 
Sec.  1.  [Directors  Divided  Into  Classes.] — Sec.  7,  of  an  act  en- 
titled “An  act  in  addition  to  ‘An  act  to  incorporate  the  National  Life 
Insurance  Company  of  the  United  States,’  ” approved  October  30, 
1850,  is  hereby  amended  to  read  as  follows : 

“The  business  and  affairs  of  said  company  shall  hereafter  be  man- 
aged by  a board  of  thirteen  directors,  seven  of  whom  shall  consti- 
tute a quorum  for  the  transaction  of  business.  Said  directors  shall  be 
elected  in  four  classes,  the  first  class  to  consist  of  four  directors,  and 
the  second,  third,  and  fourth  classes  of  three  directors  each;  and  all 
directors  shall  be  elected  by  and  from  the  members  of  the  company. 
On  the  first  Monday  of  January,  1887,  the  first  class  shall  be  elected  for 
a term  of  four  years ; second  class  for  a term  of  three  years ; the  third 
class  for  a term  of  two  years,  and  the  fourth  class  for  a term  of  one 
year.  On  each  succeeding  first  Monday  of  January,  directors  shall  be 
elected  to  fill  the  class  whose  term  is  then  to  expire  for  a term  of  four 
years;  but  on  any  first  Monday  of  January  any  vacancy  in  any  other 
class  may  be  filled  by  an  election,  and  the  term  of  office  of  a director 
elected  to  fill  a vacancy  shall  expire  with  the  term  of  the  class  into 
which  he  shall  have  been  elected.  The  board  of  directors  shall  elect 
one  of  their  members  for  president,  and  one  for  vice-president,  and  they 
shall  appoint  such  other  officers  and  agents  as  the  by-laws  shall  pro- 
vide for.” 

Sec.  2.  [Act  to  Take  Effect.] — This  act  shall  take  effect  on  the  first 
Monday  of  January,  1887. 

Approved  November  12,  1886. 


NATIONAL  LIFE,  VERMONT. 


197 


Amendment  of  1892. 

It  is  hereby  enacted  by  the  General  Assembly  of  the  State  of  Vermont: 
Sec.  1 [Date  of  Annual  Election.] — The  several  classes  of  directors 
of  this  company  elected  and  now  holding  office  under  the  provisions  of 
Sec.  7 of  “An  act  in  addition  to  ‘An  act  to  incorporate  the  National 
Life  Insurance  Company  of  the  United  States/  ” approved  October  30, 
1850,  as  amended  by  number  one  hundred  fifty-four  of  the  acts  of  1886, 
entitled,  “An  act  to  amend  an  act  entitled  ‘An  act  in  addition  to  an  act 
to  incorporate  the  National  Life  Insurance  Company  of  the  United 
States/  ” approved  November  12,  1886,  shall  continue  in  office  until 
the  first  Tuesday  of  January  in  the  year  in  which  the  term  for  which 
they  were  elected  shall  expire,  and  hereafter  the  election  of  directors 
shall  be  held  on  the  first  Tuesday  of  January  in  each  year  instead  of  on 
the  first  Monday  in  January  as  heretofore. 

Approved  November  10,  1892. 


Amendment  of  1894. 

It  is  hereby  enacted  by  the  General  Assembly  of  the  State  of  Vermont: 
Sec.  1.  [Change  of  Date  of  Election  of  Directors.] — The  several 
classes  of  directors  of  this  company  elected  and  now  holding  office 
under  the  provisions  of  Sec.  7 of  “An  act  in  addition  to  ‘An  act  to  in- 
corporate the  National  Life  Insurance  Company  of  the  United 
States/  ” approved  October  30,  1850,  as  amended  by  154  of  the  acts 
of  1886,  entitled,  “An  act  to  amend  an  act  entitled  ‘An  act  in  addition 
to  an  act  to  incorporate  the  National  Life  Insurance  Company  of  the 
United  States/  ” approved  November  12,  1886,  shall  continue  in  office 
until  the  third  Tuesday  of  January  in  the  year  in  which  the  term  for 
which  they  were  elected  shall  expire,  and  hereafter  the  election  of  direc- 
tors shall  be  held  on  the  third  Tuesday  of  January  in  each  year  instead 
of  on  the  first  Tuesday  of  January  as  heretofore. 

Approved  October  24,  1894. 


Amendment  of  1900. 

An  act  providing  for  filling  certain  vacancies  in  the  board  of  direc- 
tors of  the  National  Life  Insurance  Company  and  in  addition  to  an  act 
entitled,  “An  act  to  amend  the  charter  of  the  National  Life  Insurance 
Company,”  approved  October  24,  1894. 

It  is  hereby  enacted  by  the  General  Assembly  of  the  State  of  Ver- 
mont : 

Sec.  1.  Any  vacancy  in  the  board  of  directors  of  the  National  Life 
Insurance  Company,  occurring  after  the  third  Tuesday  of  January  in 


198 


CHARTERS  OF  LIFE  INSURANCE  COMPANIES. 


any  year  and  before  the  succeeding  third  Tuesday  of  January,  may  be 
filled  before  such  succeeding  third  Tuesday  of  January  by  the  board 
of  directors,  a quorum  being  present,  by  the  election  from  the  mem- 
bers of  the  company  of  a director,  who  shall  thereupon  be  a director 
filling  such  vacancy  until,  but  exclusive  of  said  succeeding  third  Tues- 
day of  January. 

Sec.  2.  This  act  shall  take  efifect  from  its  passage. 

Approved  November  23,  1900. 


EXTRACTS  FROM  THE  BY-LAWS. 

(As  amended  January  16,  1900.) 

Article  i.  Annual  and  Special  Meetings. — 1.  The  annual  meeting  of  the 
corporation  for  the  choice  of  directors  and  for  the  transaction  of  other  business 
shall  be  held  at  the  company’s  office  in  Montpelier,  on  the  third  Tuesday  of 
January  in  each  year,  at  10  o’clock  a.  m.  Notice  of  the  meeting  shall  be  given 
by  the  secretary  by  publication  in  one  newspaper  printed  in  Montpelier  at  least 
twenty  days  before  the  meeting. 

2.  Each  recorded  policyholder  shall  be  regarded  as  a member  of  the  company 
while  his  policy  remains  in  force  and  shall  be  entitled  to  at  least  one  vote,  and 
to  one  vote  additional  for  each  one  thousand  dollars  insurance  in  excess  of  one 
thousand  dollars. 

3.  Appointments  of  proxies  must  be  filed  with  the  secretary  of  the  company 
at  least  two  months  before  an  annual  meeting. 

4.  Special  meetings  of  the  corporation  shall  be  called  by  the  secretary,  or. 
in  his  absence,  by  either  of  the  vice-presidents,  when  requested  by  the  president, 
or  by  a majority  of  the  board  of  directors  in  writing,  and  no  business  shall  be 
acted  upon  at  such  meetings  except  that  referred  to  in  the  call  for  the  same. 
Notice  of  such  meeting  shall  be  given  by  the  officer  calling  the  same,  in  same 
manner  as  is  provided  in  article  1,  section  1,  herein. 

Article  2.  Officers. — 1.  Immediately  following  the  annual  meeting  of  the 
corporation  the  board  of  directors  shall  meet  and  elect,  by  ballot,  a president, 
vice-president  and  second  vice-president,  a secretary,  an  actuary,  a treasurer  and 
a medical  director.  They  shall  also  appoint  an  assistant  treasurer,  a superin- 
tendent of  agencies,  one  or  more  persons  to  serve  as  counsel,  an  inspector  of 
real  estate  and  real  estate  loans,  and  may  make  such  other  appointments  as  from 
time  to  time  may  be  deemed  necessary  by  the  board  of  directors  for  the  proper 
conduct  of  the  business  of  the  company,  who  shall  serve  for  one  year  or  during 
the  pleasure  of  the  board;  and  shall  appoint  the  standing  committees  on  finance 
and  selection  as  provided  in  article  4 herein. 

2.  All  elective  officers  and  members  of  standing  committees  shall  hold  their 
respective  positions  for  one  year  and  until  their  successors  are  elected.  Elec- 
tions to  fill  vacancies  in  these  offices  may  be  held  at  any  meeting  of  the  board, 
six  days’  notice  of  the  meeting  and  its  purpose  being  given  in  writing  to  each 
director  by  the  secretary  of  the  company. 

Article  3.  Board  of  Directors. — 1.  The  board  of  directors  may  adopt,  gen- 
erally, such  means  for  the  management  of  the  business  of  the  company  as  they 
deem  expedient. 


NATIONAL  LIFE,  VERMONT. 


199 


2.  By  a vote  of  a majority  of  the  whole  board,  they  shall  have  power  to  re- 
move, for  cause,  any  elective  officer. 

3.  Regular  meetings  of  the  board  shall  be  held  on  the  day  of  the  annual 
meeting  of  the  corporation,  in  January,  and  on  the  second  Tuesday  of  April, 
July  and  October,  at  the  office  of  the  company  in  Montpelier,  and  its  members 
shall  receive  such  compensation  as  the  board  shall  from  time  to  time  designate. 

4.  Seven  members  of  the  board  shall  constitute  a quorum  for  the  transaction 
of  business. 

5.  Special  meetings  of  the  board  may  be  called  on  the  order  of  the  president, 
or  on  the  written  request  of  three  of  its  membrs;  personal  notice  of  such  meet- 
ing (if  practicable),  otherwise  six  days’  notice  by  mail  shall  be  given  by  the 
secretary  to  each  director. 

Article  4.  Standing  committees  shall  be  as  follows : 

1.  A committee  on  finance. 

2.  An  executive  committee. 

3.  A committee  on  selection. 

1.  Special  committee  may  be  appointed  at  any  time  by  the  president  or  by 
the  board  of  directors. 

2.  The  committee  on  finance  shall  consist  of  the  president,  vice-president, 
treasurer  and  two  other  directors.  It  shall  be  their  duty  to  make  such  invest- 
ments of  the  funds  of  the  company  as  may  from  time  to  time  be  deemed  proper; 
to  have  general  supervision  over  and  to  make  all  changes  of  the  investments, 
securities,  bonds,  moneys,  stocks,  promissory  notes  and  bills  owned  by  the 
company.  They  shall  designate  the  depositaries  of  the  moneys  belonging  to 
the  corporation,  and  shall  examine  all  accounts,  funds  and  securities  as  often  as 
they  deem  necessary  or  when  required  by  the  board  of  directors,  and  may  re- 
quire of  officers,  agents  or  clerks  any  desired  reports,  statements  and  informa- 
tion; they  shall  report  to  the  board  at  each  stated  meeting  and,  in  particular,  at 
the  meeting  at  which  the  annual  statement  is  presented,  the  condition  of  the 
funds,  securities  and  investments,  with  suggestions  or  recommendations.  They 
shall  have  power  to  appoint  a clerk,  who  shall  keep  and  record  accurate  minutes 
of  each  meeting  of  the  committee. 

3.  The  president  or  the  vice-president,  acting  with  one  of  the  committee  on 
finance,  is  hereby  authorized  to  execute,  in  the  name  of  and  under  the  corporate 
seal  of  the  company,  and  to  acknowledge  as  its  act  and  deed  good  and  sufficient 
deeds  of  conveyance  of  real  estate  sold,  releases  or  assignments  of  mortgages 
or  liens,  when  authorized  by  the  committee  011  finance  or  by  the  board  of  direc- 
tors. 

4.  The  president,  or  in  his  absence  or  inability,  the  vice-president,  shall  be 
authorized,  upon  the  approval  of  the  committee  on  finance,  or  of  the  board  of 
directors,  signified  by  their  recorded  resolution,  to  transfer,  in  behalf  of  the 
company,  any  registered  bonds,  stocks  or  other  registered  securities,  including 
those  issued  by  the  United  States,  and  to  collect  any  and  all  interest  and  divi- 
dends that  accrue;  to  execute  any  contract  of  indemnity  required  in  the  issue 
to  the  company  of  any  duplicate  check,  draft,  note  or  other  document;  to  ex- 
ecute such  other  instruments  as  he  may  be  authorized  by  the  committee  on 
finance  or  by  the  board  of  directors,  and,  when  necessary,  to  cause  the  seal  of 
the  company  to  be  affixed  thereto. 

5.  The  executive  committee  shall  consist  of  the  president  and  two  vice- 
presidents,  and  shall  be  charged  with  the  duty  of  assisting  the  president  in  the 


200 


CHARTERS  OF  LIFE  INSURANCE  COMPANIES. 


administrative  management  of  the  company.  They  shall  meet  on  the  call  of 
the  president  and  at  least  once  each  week,  and  shall  take  cognizance  at  such 
time  of  the  company’s  business  in  every  department  of  its  work  and  be  respon- 
sible for  a proper  and  prudent  supervision  of  the  same.  They  shall  decide  all 
questions  of  current  business  policy  and  see  that  all  orders  of  the  directors  are 
carried  into  practical  effect.  While  their  management  and  supervision  of  the 
business  is  general,  it  shall  be  specific  touching  all  matters  not  confided  to  other 
officers  or  committees. 

6.  The  committee  on  selection  shall  consist  of  the  medical  director  and  two 
elective  officers  of  the  company,  to  whom  all  applications  for  insurance  shall 
be  submitted  for  examination.  They  shall  return  daily  to  the  secretary  all  such 
applications,  endorsed  with  their  approval  or  disapproval. 

7.  The  president  shall  pass  upon  all  death  and  matured  policy  claims  and 
shall  direct  the  payment  or  rejection  of  the  same,  after  examination  by  the 
medical  director,  secretary  and  actuary,  attested  by  their  signatures.  The  proofs 
of  death  required  shall  be  as  nearly  as  possible:  (1)  claimant’s  statement;  (2) 
certificate  of  the  physician  who  attended  the  insured  in  his  last  illness;  (3)  cer- 
tificate of  a friend;  (4)  certificate  of  the  undertaker,  or  sexton,  or  of  the  offi- 
ciating clergyman. 

8.  All  charges,  accounts  or  bills  for  supplies,  or  for  other  current  expenses 
incurred  in  the  conduct  of  the  business  of  the  home  office,  except  for  fixed 
charges  for  fees  in  the  medical  department,-  taxes  and  salaries,  and  telegraph 
and  express  charges,  shall  be  first  submitted  for  approval  to  the  vice-president, 
or  in  his  absence  or  inability,  to  the  second  vice-president  before  their  payment. 

9.  No  paper,  circular,  notice,  prospectus  or  the  like  shall  be  published  in 
the  name  of  the  company  for  public  use  and  general  circulation,  nor  permitted 
to  be  so  published  in  the  name  of  any  agent  of  the  company,  unless  first  ap- 
proved by  the  president  or  executive  committee. 

Article  6.  1.  The  officers  of  the  company,  in  conformity  with  these  by-laws, 

may  make  contracts  for  all  and  every  insurance  pertaining  to  life,  and  receive 
and  execute  trusts,  make  endowments,  and  grant,  purchase  and  dispose  of  an- 
nuities. 

2.  No  insurance  involving  a greater  risk  than  twenty-five  thousand  dollars 
shall  be  placed  upon  any  one  life.  All  contracts,  pursuant  to  this  article,  shall 
be  signed  by  two  of  the  following  officers,  president,  vice-president,  secretary 
and  actuary,  and  one  of  the  signatures  at  least  shall  be  made  with  pen  and  ink. 
No  policy  shall  take  effect  or  be  binding  until  the  premium  is  paid  to  the  com- 
pany or  its  accredited  agent,  during  the  life  and  good  health  of  the  applicant 
for  insurance. 

4.  Amendments. — These  by-laws  may  be  altered,  amended  or  repealed  at  any 
time  with  the  consent  of  a majority  of  the  whole  board  of  directors  at  any  regu- 
lar or  special  meeting  of  the  directors,  provided  a written  notice,  containing 
the  proposed  alteration  or  amendment  is  duly  delivered  or  mailed  ten  days  prior 
to  such  meeting  to  each  director. 

5.  All  former  by-laws  are  hereby  repealed. 


NATIONAL  LIFE  OF  U.  S.  OF  AMERICA. 


201 


NATIONAL  LIFE  INSURANCE  COMPANY  OF  THE  UNITED 
STATES  OF  AMERICA. 


Declaration. 

State  of  Illinois, 

County  of  Cook. 

To  William  R.  Vredenburgh,  Superintendent  of  Insurance: 

We,  the  undersigned,  citizens  of  the  State  of  Illinois,  hereby  declare 
our  intention  to  organize  and  incorporate  a company  to  make  insurance 
upon  the  lives  of  persons,  and  every  insurance  pertaining  thereto  or 
connected  therewith,  and  to  grant  or  dispose  of  annuities  pursuant  to 
the  provisions  of  “An  act  to  organize  and  regulate  the  business  of 
Life  Insurance,”  approved  March  26,  1869,  and  the  amendment  thereto. 
We  propose  and  do  hereby  adopt  the  following  charter: 


Charter. 

1.  The  name  of  the  company  shall  be  the  National  Life  Insurance 
Company  of  the  United  States  of  America,  to  be  located  at  Chicago, 
Cook  County,  111. 

2.  The  corporate  powers  of  the  company  shall  be  exercised  by  a 
board  of  directors  of  not  less  than  five  nor  more  than  fifty,  the  number 
to  be  elected  from  time  to  time  to  be  fixed  by  by-laws. 

3.  At  the  first  election  of  directors  the  full  board  of  directors  shall 
be  chosen  by  the  stockholders,  who  shall  hold  office  for  one  year,  and 
until  their  successors  are  elected. 

4.  The  directors  shall  be  elected  annually  at  each  annual  meeting 
of  the  stockholders  for  one  year,  and  until  their  successors  are  elected ; 
said  election  to  be  by  ballot,  either  in  person  or  by  proxy,  and  each 
share  of  stock  shall  be  entitled  to  as  many  votes  as  there  are  directors 
to  be  elected  in  accordance  with  Article  11,  Sec.  3,  of  the  Constitution 
of  this  State. 

5.  The  stockholders  shall  meet  annually  at  such  time  and  place  as 
the  by-laws  may  direct  and  shall  hold  such  other  meeting  as  the  by- 
laws may  authorize. 

6.  Vacancies  in  the  board  of  directors  shall  be  filled  by  a majority 
vote  of  the  remaining  directors,  until  the  next  annual  meeting  when 
directors  shall  be  elected  for  the  ensuing  year. 

7.  The  capital  stock  of  this  company  shall  be  one  million  dollars 


202 


CHARTERS  OF  LIFE  INSURANCE  COMPANIES. 


($1,000,000),  divided  into  ten  thousand  (10,000)  shares,  each  share  of 
the  par  or  face  value  of  one  hundred  dollars  ($100). 

8.  The  objects  and  purposes  of  this  company  are  to  make  insurance 
upon  the  lives  of  persons,  and  every  insurance  pertaining  thereto,  or 
connected  therewith,  and  to  grant  or  dispose  of  annuities  pursuant  to 
the  provision  of  the  act  entitled  “An  act  to  organize  and  regulate  the 
business  of  Life  Insurance,”  approved  March  26,  1869,  and  the  acts 
amendatory  thereto. 

9.  The  manner  of  conducting  this  company  shall  be  upon  the  stock 
plan.  The  company  may  issue  written  policies  of  insurance  upon  such 
terms  and  conditions  as  the  board  of  directors  may  from  time  to  time 
authorize,  and  the  affairs  of  this  company  shall  be  administered  by 
officers  of  the  company  to  be  elected  annually  by  the  directors  at  the 
first  meeting  of  the  directors  after  the  annual  meeting  of  the  stock- 
holders, which  officers  shall  be  provided  for  by  appropriate  by-laws  to 
be  adopted  by  the  corporators  as  contemplated  by  section  2b,  chapter 
73,  statutes  of  Illinois,  concerning  life  insurance. 

10.  The  charter  of  this  company  shall  be  perpetual. 

In  witness  whereof,  the  persons  whose  names  are  hereunto  attached, 
have  executed  this  declaration  on  this  eighth  day  of  February,  1904.  F. 
Y.  Pennington,  W.  Clarence  Oxnam,  Chas.  W.  McHose,  Robert  C. 
Butzow,  Edwin  A.  Casey,  John  P.  Stewart,  John  Everett  Holland, 
Milton  L.  Thackaberry,  Russel  Whitman. 

State  of  Illinois,  ) 

Sangamon  County.  ( ss* 

I,  H.  J.  Hamlin,  attorney-general  of  the  State  of  Illinois,  hereby 
certify  that  I have  this  day  examined  the  within  proposed  charter  of 
the  National  Life  Insurance  Company  of  the  United  States  of  America 
and  find  the  same  to  be  in  accordance  with  the  provisions  of  “An  act  to 
organize  and  regulate  the  business  of  Life  Insurance,”  approved  March 
26,  1869,  and  the  amendments  thereto,  and  not  inconsistent  with  the 
laws  or  the  Constitution  of  this  State  or  of  the  United  States. 

In  testimony  whereof,  I hereto  subscribe  my  name  as  such  attorney- 
general,  this  ninth  day  of  February,  A.  D.  1904. 

H.  J.  HAMLIN, 
Attorney  General. 

EXTRACTS  FROM  THE  BY-LAWS. 

(Adopted  February  29,  1904.) 

1.  There  shall  be  twelve  directors  of  this  company,  which  number  may  be 
increased  or  diminished  within  the  limits  prescribed  by  the  charter,  by  resolu- 


NATIONAL  LIFE  OF  U.  S.  OF  AMERICA. 


203 


tion  of  either  stockholders  or  directors  at  any  regular  or  special  meeting  of 
either  stockholders  or  directors.  Seven  directors  shall  constitute  a quorum. 

2.  The  officers  of  this  company  shall  be  president,  vice-president,  secretary 
and  treasurer,  and  such  additional  officers  and  committees  as  the  directors  may 
provide  by  resolution  adopted  at  any  regular  or  special  meeting.  Any  two 
offices  may  be  combined  and  be  held  by  one  person  if  the  directors  so  determine. 

4.  Contracts,  policies,  deeds  and  all  documents  required  by  law  to  be  executed 
by  or  on  behalf  of  this  company  shall  be  signed  by  the  president  or  the  vice- 
president  and  attested  by  the  secretary  or  one  other  officer  of  the  company. 

5.  The  annual  meeting  of  the  stockholders  shall  be  held  on  the  last  Monday 
of  January  in  each  year,  and  immediately  after  the  adjournment  of  the  stock- 
holders’ annual  meeting  the  annual  meeting  of  the  board  of  directors  shall  be 
held.  These  shall  be  the  only  regular  meetings  of  either  stockholders  or  direc- 
tors. All  other  meetings  of  either  stockholders  or  directors  shall  be  special 
meetings. 

Special  meetings  of  either  stockholders  or  directors  may  be  called  by  the 
president  or  vice-president  upon  written  notice  deposited  postpaid  in  the  post- 
office  at  Chicago  to  the  address  of  each  stockholder  or  director,  or  in  lieu  there- 
of, by  verbal  or  written  notice  given  to  such  stockholder  or  director;  or,  such 
meetings  may  be  called  by  a majority  of  the  directors  or  stockholders  upon 
like  notice.  Three  days’  notice  shall  be  given  of  special  stockholders  meetings, 
and  one  day’s  notice  shall  be  given  of  special  meetings  of  directors. 

Special  meetings  of  either  stockholders  or  directors  may  also  be  held  when 
all  of  the  stockholders  or  directors  are  either  present  or  consent  to  the  holding 
of  such  meetings;  any  act  or  thing  done  at  a meeting  held  without  notice  or 
knowledge  as  herein  required  may  be  approved  by  any  absent  stockholder  or 
director  by  his  written  assent  thereto  subsequently  obtained. 

All  meetings  of  either  stockholders  or  directors  shall  be  held  at  the  home 
office  of  the  company  in  Chicago,  Illinois. 

6.  The  duties  devolving  upon  the  board  of  directors  may  be  performed  by  any 
committee  of  the  board  selected  by  resolution  indicating  the  duty  to  be  per- 
formed by  such  committee.  When  the  board  of  directors  is  not  in  session,  the 
finance  committee  shall  have,  and  it  is  hereby  given  authority,  to  sell  and  dis- 
pose of  the  property  of  the  company,  both  real  and  personal,  upon  such  terms  and 
to  such  persons  as  in  its  discretion  it  may  deem  to  the  best  interests  of  the  com- 
pany, having  in  this  regard  the  same  authority  as  is  possessed  by  the  board 
of  directors  when  in  session.  Amended  July  14,  1904. 

There  shall  be  a finance  committee  composed  of  five  members  selected  and 
the  chairman  designated  from  time  to  time  by  the  board  of  directors,  and  by 
whose  direction  the  funds  of  this  company  shall  be  invested. 

8.  These  by-laws  may  be  amended,  altered  or  repealed  or  suspended  by  a 
majority  vote  of  either  the  stockholders  or  directors  at  any  regular  or  special 
meeting  of  either  stockholders  or  directors. 


204 


CHARTERS  OF  LIFE  INSURANCE  COMPANIES. 


NEW  ENGLAND  MUTUAL  LIFE  INSURANCE  COMPANY. 


Sec.  i.  [Name.] — Be  it  enacted  by  the  Senate  and  House  of  Rep- 
resentatives in  General  Court  assembled,  and  by  the  authority  of  the 
same,  that  Ebenezer  T.  Andrews,  George  Bond,  Willard  Phillips, 
Charles  P.  Curtis  and  Samuel  H.  Walley,  Jr.,  and  the  persons  who 
may  be  insured  under  this  act,  and  their  associates,  successors  and 
assigns  be,  and  they  hereby  are  constituted  a corporation  by  the  name 
of  the  “New  England  Mutual  Life  Insurance  Company,”  for  the  pur- 
pose of  making  insurance  upon  lives,  with  all  the  powers  and  priv- 
ileges and  subject  to  all  the  duties  contained  in  an  act  passed  in 
eighteen  hundred  and  thirty- three,  chapter  83. 

Sec.  2.  [Guaranty  Capital  Stock.] — There  shall  be  an  original 
guaranty  capital  stock  subscribed  to  the  said  corporation,  which  shall 
be  one  hundred  thousand  dollars ; to  be  divided  into  shares  by  the  cor- 
poration, half  of  which  shall  be  paid  in,  in  cash,  before  the  said  corpo- 
ration shall  go  into  operation  for  the  purpose  of  making  insurance; 
the  other  half  of  said  stock  may  be  called  for  by  the  directors  from 
time  to  time,  when  they  deem  it  necessary  or  expedient,  and  shall  be 
paid  in  by  the  holders  of  the  stock,  which  shall  always  stand  pledged 
to  the  corporation  for  all  such  assessments  so  called  for. 

Sec.  3.  [First  Board  of  Directors.] — At  the  first  meeting  of  the 
corporation,  a number  of  directors,  not  less  than  eight,  shall  be  chosen 
by  the  subscribers  to  the  said  guaranty  stock,  who  shall  hold  their 
offices  for  one  year,  and  until  others  are  chosen  in  their  stead;  at  all 
subsequent  elections  of  directors  the  number  shall  be  such  as  may  be 
provided  for  by  a previous  vote  of  the  directors  or  by-law  of  the  cor- 
poration, and  in  case  of  no  provision  on  this  subject,  the  number  shall 
be  same  as  at  the  first  election,  one-half  of  whom  shall  be  elected  by 
the  stockholders,  and  the  other  half  by  the  assured  voting  in  separate 
bodies ; the  directors  shall  all  be  either  stockholders  or  assured,  and 
on  ceasing  to  be  such,  shall  cease  to  hold  said  office.  The  directors 
may  choose  a president  from  their  own  number  or  from  the  stock- 
holders or  the  assured,  in  which  case  he  shall  be  a director  ex-officio. 
They  shall  also  choose  a secretary,  who  shall  be  under  oath,  and  they 
shall  appoint  all  such  officers  and  servants  to  transact  the  business  of 
the  corporation  as  they  see  fit.  Each  share  of  the  guaranty  capital 
stock  shall  entitle  the  holder  to  one  vote,  and  each  assured  shall  be 


NEW  ENGLAND  MUTUAL. 


205 


entitled  to  one  vote  in  the  election  of  directors.  In  case  of  vacancies 
in  the  board  of  directors,  so  as  to  reduce  the  number  to  less  than  six, 
meetings  of  the  corporation  shall  be  held,  and  the  vacancies  shall  be 
filled,  so  as  to  make  the  board  consist  of  a greater  number  than  six. 

Sec.  4.  [Directors  to  Manage  the  Business.] — Except  the  election 
of  directors,  and  except  the  vote  of  the  assured  provided  for  in  the 
sixth  section,  the  whole  business  and  affairs  of  the  corporation  shall  be 
under  the  control  and  management  of  the  directors. 

Sec.  5.  [Dividends  to  Stockholders.] — Whenever  the  net  surplus 
receipts  of  the  corporation  over  their  losses  and  expenses,  and  after 
providing  for  risks,  shall  be  sufficient  for  the  purpose,  the  stockholders 
shall  be  entitled  to  an  annual  dividend  of  seven  per  centum,  or  to  such 
less  dividend  as  may  be  agreed  upon  at  the  time  of  subscribing  the 
stock;  and  in  the  case  of  such  dividend  not  being  made  in  any  one 
year,  it  shall  be  made  good  at  a subsequent  period  when  the  net  re- 
sources of  the  company  shall  be  sufficient  for  paying  the  same. 

Sec.  6.  [Redemption  of  Guaranty  Fund.] — After  providing  for 
risks,  losses,  incidental  expenses  and  dividends  as  aforesaid,  the  direc- 
tors shall  set  apart  one-quarter  of  the  estimated  surplus  funds  and 
receipts  as  a reserved  fund  to  be  applied  to  the  redemption  of  the  guar- 
anty stock,  and  whenever  after  the  expiration  of  ten  years  from  the 
time  of  organizing  the  company  the  amount  of  such  reserved  fund 
shall  be  sufficient  for  the  purpose,  and  the  assured  shall  vote  to  redeem 
the  said  guaranty  stock,  the  same  shall  be  redeemed. 

Sec.  7.  [Policyholders  to  Choose  Directors.] — Upon  the  redemp- 
tion and  extinguishment  of  the  guaranty  stock,  under  the  provision  in 
section  six,  the  directors  shall  be  chosen  by  the  assured. 

Sec.  8.  [Dividends  to  Policyholders.] — At  the  expiration  of  every 
period  of  five  years  from  the  time  of  the  organization  of  the  company, 
the  remaining  three-quarters  of  the  estimated  surplus  funds  and  re- 
ceipts shall  be  reimbursed  to  and  among  the  assured,  in  manner  fol- 
lowing; namely,  to  the  holders  of  policies  for  entire  lives,  each  of 
which  is  insured  at  a uniform  annual  premium  for  the  whole  life,  in 
the  proportion  of  the  whole  amount  of  premiums  paid  during  the  pre- 
ceding five  years ; and  in  a corresponding  and  equivalent  proportion 
upon  policies  made  otherwise  than  at  such  uniform  rate  of  premium, 
that  is  to  say.  The  reimbursement  shall  be  made  in  the  same  proportion 
as  if  each  policy  subsisting  at  the  end  of  each  five  years  had  been  made 
at  its  commencement  for  an  entire  life  at  a uniform  annual  premium ; 
provided,  however,  that  the  reimbursement  to  the  holder  of  any  policy, 
shall  not  be  estimated  upon  a greater  amount  than  shall  have  been 
actually  paid  in  on  such  policy ; provide  further,  that  in  consideration 


206 


CHARTERS  OF  LIFE  INSURANCE  COMPANIES. 


of  any  existing  policies  having  at  the  expiration  of  any  such  period  of 
five  years,  contributed  directly  or  indirectly  to  the  fund  for  the  redemp- 
tion of  the  guaranty  stock,  a provision  may  be  made  allowing  a greater 
proportion  of  reimbursement  on  such  policies  and  preferring  those  of 
an  older  date  before  those  of  a more  recent  date, — so  that  each  policy, 
shall,  so  far  as  may  be,  constistently  with  the  circumstances  of  the 
company,  be  reimbursed  for  the  amount  contributed  as  aforesaid  to 
the  redemption  of  the  guaranty  stock. 

Sec.  9.  [Payment  to  Massachusetts  General  Hospital .] — The  said 
corporation  shall  on  the  third  Monday  of  January  of  every  year  pay 
over  to  the  trustees  of  the  Massachusetts  General  Hospital  one-third 
of  the  net  profits,  if  any,  which  shall  have  arisen  from  insurance  on 
lives  made  during  the  preceding  year. 

Sec.  10.  [Supreme  Judicial  Court  to  Hear  Litigation.] — The  Su- 
preme Judicial  Court  shall  hear  and  determine  in  equity  all  questions 
arising  between  the  said  corporation,  and  any  stockholder  or  assured. 

House  of  Representatives,  March  30,  1835.  Passed  to  be  enacted. 

JULIUS  ROCKWELL, 
Speaker. 

In  Senate,  March  30,  1835.  Passed  to  be  enacted. 

GEO.  BLISS, 
President. 

Approved  April  1,  1835.  SAM.  T.  ARMSTRONG. 

Amendment  of  1844. 

Be  it  enacted  by  the  Senate  and  House  of  Representatives  in  General 
Court  assembled,  and  by  the  authority  of  the  same,  as  follows : 

Sec.  1.  [May  Issue  Policy  Other  Than  Mutual.] — The  New  Eng- 
land Mutual  Life  Insurance  Company  is  hereby  authorized  to  make 
insurance  on  life  or  lives,  otherwise  than  on  the  mutual  principle. 

House  of  Representatives,  March  9,  1844.  Passed  to  be  enacted. 

SAMUEL  H.  W ALLEY,  JR., 
Speaker. 

In  Senate,  March  11,  1844.  Passed  to  be  enacted. 

JOSIAH  QUINCY,  JR., 
President. 

Approved  March  11,  1844.  GEO.  N.  BRIGGS. 

Amendment  of  1855. 

Be  it  enacted  by  the  Senate  and  House  of  Representatives  in  General 
Court  assembled,  and  by  the  authority  of  the  same,  as  follows : 

Sec.  1.  [Authorized  to  Purchase  Real  Estate.] — The  New  Eng- 


NEW  ENGLAND  MUTUAL. 


207 

land  Mutual  Life  Insurance  Company  may  purchase  real  estate  in  the 
city  of  Boston,  to  hold  and  may  hold  real  estate  so  purchased,  to  an 
amount  not  exceeding  one-fourth  part  of  the  accumulated  fund  of  said 
company  at  the  time  of  making  any  such  purchase. 

House  of  Representatives,  May  7,  1855.  Passed  to  be  enacted. 

DANIEL  C.  EDDY, 
Speaker. 

In  Senate,  May  8,  1855.  Passed  to  be  enacted. 

HENRY  W.  BENCHLEY, 
President. 

Approved  May  10,  1855.  HENRY  J.  GARDNER. 


Note — At  the  annual  meeting  of  the  company,  December  12,  1853, 
the  following  vote  was  passed : 

‘‘That  the  guaranty  capital  of  $50,000  be  paid  off  on  the  sixth  day 
of  January  next,  and  notice  thereof  be  given  to  the  holders  of  said 
stock,  and  that  the  interest  thereon  shall  cease  on  that  day.” 

In  pursuance  of  said  vote,  $49,500  of  the  stock  was  retired  in  Janu- 
ary, 1854,  and  the  remaining  $500  in  February,  1854. 


BY-LAWS. 

1.  The  annual  meeting  of  the  corporation  shall  be  held  in  Boston,  on  the 
fourth  Monday  of  January  in  every  year,  for  the  choice  of  directors  and  other 
business,  at  the  time  and  place  to  be  fixed  by  the  directors. 

2.  The  secretary  of  the  company  shall  be  clerk  of  the  corporation,  and  shall 
give  notice  of  the  annual  meeting,  by  publishing  the  same  in  two  newspapers 
in  Boston,  ten  days  before  the  meeting.  Similar  notice  shall  be  given  of  any 
special  meeting  to  fill  vacancies  in  the  board  of  directors,  whenever  their  num- 
ber is  reduced  to  less  than  six. 

3.  In  making  investments  the  directors  shall  act  according  to  their  best  judg- 
ment. 

4.  No  person  shall  be  eligible  as  director  who  is  not  insured,  by  policies  of 
the  company,  to  the  amount  of  two  thousand  dollars;  and  the  secretary  shall,  at 
every  meeting  for  the  choice  of  directors,  exhibit  a list  of  persons  insured  and 
the  amount  for  which  they  are  insured. 

5.  At  every  annual  meeting  the  directors  shall  exhibit  a report,  with  a full 
statement  of  the  condition  of  the  company,  its  assets  and  liabilities. 

6.  To  constitute  a quorum  of  any  meeting  of  the  corporation,  not  less  than 
seven  persons  shall  be  present,  representing  policies  insuring  in  the  aggregate 
not  less  than  twenty  thousand  dollars. 

7.  The  number  of  directors  chosen  shall  be  ten. 


20  8 


CHARTERS  OF  LIFE  INSURANCE  COMPANIES. 


8.  At  the  annual  meeting,  held  January  26,  1885,  the  directors  shall  be  elected 
in  three  classes:  three  directors  of  the  first  class,  three  directors  of  the  second 
class,  and  four  directors  of  the  third  class;  the  term  of  office  of  which  shall  be 
respectively  one,  two,  and  three  years.  At  the  next  and  at  every  succeeding 
annual  meeting  only  one  class  of  directors  shall  be  elected,  and  the  term  of 
office  of  each  class  shall  be  three  years.  Vacancies  in  any  class  shall  be  filled 
by  the  election  of  directors  whose  terms  of  office  shall  expire  with  those  of  the 
class  to  which  they  have  been  respectfully  elected. 


Attest:  December  4,  1903. 
A true  copy. 


S.  F.  TRULL, 
Secretary. 


NEW  YORK  LIFE. 


209 


NEW  YORK  LIFE  INSURANCE  COMPANY. 


[ Declaration .] — This  is  to  certify  that  the  New  York  Life  Insurance 
Company  has  duly  accepted  the  provisions  of  the  act  of  the  Legislature 
of  the  State  of  New  York,  chapter  690  of  the  laws  of  1892,  known  as 
“The  Insurance  Law,”  and  the  amendments  thereto,  and  in  conformity 
with  the  same  has  duly  adopted  the  following  amended  charter : 

Article  i.  Sec.  i.  [Name  of  Company.] — The  name  of  the  com- 
pany shall  continue  to  be  “New  York  Life  Insurance  Company.” 

Article  2.  Sec.  i.  [Place  of  Business.] — The  company  shall  be 
located  and  its  principal  place  of  business  shall  be  in  the  city  of  New 
York. 

Article  3.  Sec.  i.  [Nature  of  Business.] — The  business  of  the 
company  shall  be  insurance  on  lives  and  all  and  every  insurance  per- 
taining to  life,  and  receiving  and  executing  trusts,  and  making  endow- 
ments, and  granting,  purchasing  and  disposing  of  annuities,  such  kind 
of  insurance  being  authorized  under  subdivision  one  of  Sec.  70  of  “The 
Insurance  Law.” 

Article  4.  Sec.  i.  [Trustees  and  Officers.] — All  the  corporate 
powers  of  the  company  shall  be  exercised  by  a board  of  trustees  and 
such  officers  and  agents  as  the  board  may  appoint. 

Sec.  2.  [Number  of  Trustees.] — The  board  of  trustees  shall  con- 
sist of  twenty-four  (24)  elected  persons,  a majority  of  whom  shall  be 
citizens  and  residents  of  the  State  of  New  York,  and  the  president, 
who  shall  be  ex-officio  a member  of  the  board. 

Sec.  3.  [Directors  Divided  into  Classes.] — The  elected  trustees 
shall  be  divided  into  four  equal  classes,  and  as  the  term  of  each  class 
shall  expire  its  successors  shall  be  elected  for  a term  of  four  years, 
six  trustees  to  be  elected  each  year.  Vacancies  occasioned  by  death, 
resignation  or  otherwise  shall  be  filled  by  the  board  or  trustees,  a ma- 
jority of  the  votes  of  those  present  constituting  a choice.  Each  class 
shall  hold  over  until  its  successors  are  elected  and  this  article  shall  not 
be  construed  so  as  to  prevent  a trustee  going  out  from  being  eligible  as 
a new  trustee. 

Sec.  4.  [Trustees  to  Enact  By-Lazvs.] — The  board  of  trustees  shall 
have  power  to  make  such  by-laws,  rules  and  regulations  for  the  trans- 
action of  the  business  of  the  company,  not  inconsistent  with  this  charter 
or  the  laws  of  the  State,  as  may  be  deemed  expedient,  and  to  amend  or 
repeal  such  by-laws,  rules  and  regulations. 


210 


CHARTERS  OF  LIFE  INSURANCE  COMPANIES. 


Article  5.  Sec.  i.  [The  Annual  Election.] — The  annual  election 
of  members  of  the  board  of  trustees  to  fill  the  places  of  the  outgoing 
class  shall  be  held  on  the  second  Wednesday  of  April  in  each  year. 
Notice  of  the  time  and  place  of  such  election  shall  be  given  in  two 
public  newspapers  printed  in  the  city  of  New  York,  and  in  the  State 
paper  daily  for  one  week  preceding  such  election. 

Sec.  2.  [Inspectors  of  Election.] — At  each  election  three  inspectors 
shall  be  elected  to  preside  at  the  next  annual  election  of  trustees,  and 
at  such  election  each  member  of  the  company  shall  be  entitled  to  one 
vote  in  person  or  by  proxy. 

Sec.  3.  [Trustees  to  Elect  Officers.] — After  each  annual  election 
the  board  of  trustees  shall  elect  a president  and  such  other  officers  as 
may  be  prescribed  by  the  by-laws,  who  shall  hold  their  office  for  one 
year  and  until  others  are  elected  in  their  stead. 

Sec.  4.  [Terms  of  Present  Trustees  and  Officers.] — The  present 
members  of  the  board  of  trustees  and  present  officers  of  the  company 
shall  continue  to  be  such  trustees  and  officers  until  the  expiration  of  the 
respective  terms  for  which  they  have  been  elected. 

Article  6.  Sec.  i.  [Purely  Mutual  Company.] — The  company 
shall  have  no  capital  stock,  but  shall  be  a mutual  company. 

Sec.  2.  [Distribution  of  Surplus  Earnings.] — The  officers  of  the 
company  within  sixty  days  subsequent  to  the  first  of  January  in  each 
year  shall  cause  an  estimate  to  be  made  of  the  profit  and  true  state  of 
the  afifairs  of  the  company,  as  near  as  may  be,  for  the  preceding  year, 
which  estimate  shall  be  conclusive  upon  all  persons  entitled  to  share 
in  any  distribution  of  surplus  which  shall  be  made  in  accordance  with 
the  general  provisions  of  law  either  in  cash,  or  in  reduction  of  pre- 
mium, or  in  reversionary  insurance  payable  with  the  policy  on  the  same 
conditions  as  therein  expressed. 

Article  7.  Sec.  i.  [Authorized  to  Make  Loans.]—  The  company 
shall  be  authorized  to  make  loans  and  investments  as  provided  by  the 
insurance  law  and  by  the  statutes  of  the  State  of  New  York  now  in 
force  or  hereafter  passed,  and  may  also  loan  all  premiums  received 
and  invest  the  same  in  bonds  and  mortgages  on  unencumbered  real 
estate  within  the  State  of  New  York  worth  fifty  per  cent  more  than 
the  sum  charged  thereon,  and  in  all  stocks  created  by  or  under  the 
laws  of  this  State  or  of  the  United  States. 

Article  8.  Sec.  i.  [Entitled  to  All  Lawful  Privileges.] — The 
company  shall  be  entitled  to  all  the  privileges  and  provisions  of  exist- 
ing laws  which  might  be  included  in  this  charter  and  enjoyed  by  it  if 
it  were  originally  incorporated  under  the  insurance  law  of  the  State. 

Article  9.  Sec.  t.  [Charter  to  be  Perpetual.] — As  provided  by 


NEW  YORK  LIFE. 


2 1 1 


the  preceding  laws,  and  by  chapter  725  of  the  laws  of  1893,  the  charter 
of  the  company  shall  be  perpetual. 

In  witness  whereof  the  company  has  caused  its  corporate  seal  to  be 
affixed  hereto  and  to  be  attested  by  its  president  and  secretary  this 
twenty-fourth  day  of  July,  1893. 

[l.  s.]  JOHN  A.  McCALL, 

President. 

CHAS.  C.  WHITNEY, 

Secretary. 


EXTRACTS  FROM  THE  BY-LAWS. 

(Adopted  December  15,  1905.) 

1.  Charter  Powers. — The  business  of  the  company  shall  be  insurance  on  lives 
and  all  and  every  insurance  pertaining  to  life,  and  receiving  and  executing  trusts, 
and  making  endowments,  and  granting,  purchasing  and  disposing  of  annuities. 
All  contracts  shall  be  issued  in  consideration  of  fixed  premiums,  and  shall  not 
be  subject  to  assessments  or  payments  beyond  those  stated  in  the  contract 
itself. 

2.  Executive  Officers. — At  the  next  stated  meeting  of  the  board  of  trustees 
after  the  date  of  the  annual  election  of  trustees  in  each  year,  in  addition  to  a 
president  required  by  the  charter  of  the  company,  three  vice-presidents,  three 
second  vice-presidents,  two  secretaries,  and  a treasurer  shall  be  elected  by  ballot, 
who  shall  hold  their  offices  for  one  year  and  until  others  are  elected  in  their 
stead. 

3.  Stated  Meetings  of  the  Board. — There  shall  be  a stated  monthly  meeting 
of  the  board  of  trustees  held  at  the  home  office  of  the  company  on  the  second 
Wednesday  of  each  month.  Special  meetings  may  be  called  by  the  president, 
or  by  three  trustees,  or  in  the  absence  of  the  president,  by  any  one  of  the  three 
vice-presidents  in  the  order  of  their  election  at  the  last  annual  election.  All 
stated  or  special  meetings  shall  be  called  by  a written  or  printed  notice  to  each 
trustee.  A majority  of  the  trustees  shall  constitute  a quorum  for  the  transac- 
tion of  business.  The  president,  or  in  his  absence,  one  of  the  three  vice-presi- 
dents, in  the  order  of  their  election  at  the  last  annual  election,  or  in  their  ab- 
sence, a trustee  elected  by  a majority  of  the  quorum  present,  shall  preside  at 
every  meeting  of  the  board  of  trustees. 

4.  President. — The  president  shall  have  a general  supervision  and  direction  of 
the  business  of  the  company  and  shall  be  ex-officio  a member  of  all  committees. 
He  shall: 

(a)  Officers  by  Appointment. — At  the  stated  annual  meeting  of  the  company 
in  May  of  each  year  appoint,  subject  to  the  approval  of  the  board  of  trustees, 
one  or  more  actuaries,  one  or  more  comptrollers,  one  or  more  auditors,  one  or 
more  general  solicitors,  one  or  more  superintendents  of  agencies,  one  or  more 
medical  directors,  one  or  more  cashiers,  one  or  more  assistant  cashiers,  one  or 
more  assistant  treasurers,  who  shall  hold  their  offices  for  one  year  and  until 
others  are  appointed  in  their  stead,  unless  sooner  removed  by  the  president, 
with  the  concurrence  of  the  board  of  trustees. 

(b)  At  the  stated  annual  meeting  in  the  month  of  May  of  each  year,  nominate, 


212 


CHARTERS  OF  LIFE  INSURANCE  COMPANIES. 


subject  to  election  by  the  board  of  trustees,  the  standing  committees  provided  for 
in  by-law  18. 

(c)  With  the  consent  of  the  finance  committee,  transfer  securities,  satisfy 
mortgages,  make  and  change  investments  and  loans. 

5.  Compensation  of  Officers. — The  compensation  of  the  officers  provided  for 
in  by-law  2 shall  be  fixed  by  the  board  of  trustees  on  the  recommendation  of 
the  finance  committee.  No  trustee  shall  become  a salaried  employee  of  the 
company,  except  by  special  vote  of  the  board  of  trustees. 

6.  Vice-Presidents’  Powers. — The  three  vice-presidents,  in  the  order  of  their 
election  at  the  last  annual  election,  during  the  absence  or  inability  of  the  presi- 
dent, shall  be  vested  with  all  the  powers  which  are  conferred  upon  the  president 
by  these  by-laws. 

The  three  vice-presidents  and  the  treasurer  shall  each  of  them  have  the  same 
power  as  the  president,  under  the  direction  of  the  finance  committee,  to  trans- 
fer securities,  satisfy  mortgages,  make  and  change  investments  and  loans,  execute 
deeds  and  other  documents,  and,  whenever  necessary  for  such  purposes,  to  affix 
the  seal  of  the  company  to  any  proper  instrument  or  instruments. 

8.  Treasurer’s  Duties. — The  treasurer  shall  provide  all  necessary  books  of 
account  for  the  financial  transactions  of  the  company,  and,  subject  to  the  approval 
of  the  office  committee,  shall  have  supervision  of  such  books  of  account  and  the 
clerks  in  charge  thereof,  and  shall  see  that  just  and  true  cash,  check,  bank  and 
other  proper  books  are  kept,  especially  including  records  of  all  moneys  received, 
deposited,  drawn  and  disbursed,  for  what  and  from  whom  received,  for  what 
and  to  whom  disbursed,  and  of  all  investments  and  securities,  which  books  and 
records  shall  be  open  at  all  times  to  the  full  examination  of  the  board  of 
trustees. 

The  treasurer  and  such  other  officers  as  the  finance  committee  may  designate, 
acting  under  regulations  to  be  prescribed  by  the  finance  committee,  shall  have 
charge  of  the  bonds  and  mortgages  and  all  other  securities  of  the  company,  and 
of  the  real  estate  of  the  company. 

Whenever  it  becomes  necessary  under  the  regulations  of  any  State  or  country 
to  lodge  with  any  government  any  portion  of  the  company’s  securities,  such 
action  shall  be  taken  only  on  the  approval  of  the  board  of  trustees  acting  on  the 
recommendation  of  the  finance  committee.  The  treasurer  shall  file  with  the 
board  of  trustees  at  the  stated  meeting  in  August  of  each  year,  a schedule  show- 
ing as  of  July  1 what  securities  are  so  lodged  and  where. 

The  treasurer  shall  make  regulations,  to  be  entered  in  the  minutes  of  the 
finance  committee,  concerning  the  combinations  of  the  vaults  of  the  company  in 
which  the  securities  are  kept,  such  that  no  one  person  shall  at  any  time  know 
the  combinations  of  both  the  outer  and  the  inner  doors.  These  regulations  shall 
include  the  names  of  all  persons  knowing  any  combination  and  holding  any  of 
the  keys  of  the  vaults. 

The  treasurer  shall  give  a bond  for  the  faithful  performance  of  the  duties  of 
his  office,  for  such  amount  and  with  such  sureties  as  shall  be  approved  by  the 
executive  committee,  and  such  bond  shall  be  kept  in  force  during  his  term  of 
office,  unless  otherwise  ordered  by  resolution  of  the  board  of  trustees. 

The  cashiers,  assistant  cashiers  and  assistant  treasurers  shall  perform  such 
duties  as  may  be  assigned  to  them  from  time  to  time  by  the  treasurer  or  the 
finance  committee. 

16.  Contracts  of  Insurance. — The  officers  of  the  company  provided  in  by- 


NEW  YORK  LIFE. 


213 


law  2,  may,  in  conformity  with  by-law  1,  make  contracts  for  all  or  any  insur- 
ance pertaining  to  life,  receive  and  execute  trusts,  make  endowments,  and  grant, 
purchase  and  dispose  of  annuities,  but  no  insurance  involving  a greater  risk 
than  $300,000  shall  be  made  on  any  one  life ; provided  that  a larger  sum  may  be 
assumed,  if  the  amount  in  excess  of  $300,000  is  promptly  reinsured  in  re- 
sponsible companies,  to  be  designated  by  the  president,  and  provided  that  sums 
in  excess  of  $300,000  may  be  assumed  on  one  life,  without  reinsurance,  on  the 
approval  of  the  board  of  trustees. 

All  contracts  pursuant  to  this  by-law  shall  be  made  and  executed  by  two  of 
the  following  officers : 

The  president,  a vice-president,  a second  vice-president,  a secretary  and  the 
treasurer. 

The  signatures  of  the  above  officers  may  be  in  fac-simile,  but  the  board  of  trus- 
tees shall  designate,  on  the  recommendation  of  the  office  committee,  the  per- 
sons authorized  to  countersign  contracts  before  delivery. 

18.  Standing  Committees. — The  standing  committees  shall  be  as  follows  : 

(a)  A finance  committee,  to  consist  of  seven  trustees,  including  one  or  more 
of  the  three  vice-presidents. 

(b)  An  executive  committee,  to  consist  of  seven  trustees,  including  one  or 
more  of  the  three  vice-presidents. 

(c)  An  agency  committee,  to  consist  of  seven  trustees,  including  one  or  more 
of  the  three  vice-presidents. 

(d)  A loss  committee,  to  consist  of  four  trustees,  one  of  whom  shall  be 
chairman,  a secretary,  a general  solicitor  and  the  person  then  superintendent  of 
the  division  of  policy  claims  by  appointment  of  the  office  committee. 

(e)  An  auditing  committee,  as  follows:  A secretary,  a comptroller,  a general 

solicitor,  an  actuary*  an  auditor  and  two  members  of  the  board  of  trustees.  On 
the  designation  of  the  president,  one  of  these  trustees  shall  be  chairman  and  the 
other  vice-president.  Their  compensation  shall  be  fixed  by  the  board  on  the 
recommendation  of  the  office  committee. 

(f)  An  office  committee,  to  consist  of  the  three  vice-presidents,  the  three 
second  vice-presidents  and  the  secretary  first  elected  at  the  last  annual  meeting. 

The  finance,  executive,  agency,  office  and  loss  committees  shall  each  elect  its 
own  chairman.  A majority  of  any  committee,  as  above  constituted,  shall  be  a 
quorum. 

19.  Finance  Committee. — It  shall  be  the  duty  of  the  finance  committee  to 
have  supervision  of  the  funds  of  the  company ; to  direct  the  making  and  chang- 
ing of  investments ; provided,  however,  that  no  purchase  or  sale  shall  be  made 
without  the  consent  of  all  the  members  of  the  committee  present. 

They  shall  examine  all  accounts,  funds  and  securities  as  often  as  they  may 
deem  necessary  or  as  is  required  by  the  board ; report  to  the  board  a list  of  the 
bonds  purchased  and  sold  during  the  previous  calendar  month,  stating  amounts, 
prices,  names  of  the  vendors  and  vendees,  a full  description  of  each  security, 
and  such  other  information  as  the  board  may  from  time  to  time  desire. 
They  shall  report  in  particular  to  the  meeting  at  which  the  annual  statement 
of  the  company  is  presented,  the  condition  of  the  funds,  securities  and  invest- 
ments, with  such  suggestions  as  may,  in  their  opinion,  promote  the  interests  of 
the  company. 

20.  Executive  Committee. — It  shall  be  the  duty  of  the  executive  committee  to 
authorize  and  supervise  all  expenditures  of  the  company  other  than  those  spe- 
cifically assigned  to  some  other  committee  under  these  by-laws. 


214 


CHARTERS  OF  LIFE  INSURANCE  COMPANIES. 


To  this  end,  the  committees  shall,  at  the  stated  meeting  in  January  of  each 
year,  report  to  the  board  of  trustees  for  its  approval,  the  rules  and  methods 
under  which  such  expenditures  are  to  be  authorized  and  supervised  during  the 
calendar  year. 

21.  Agency  Committee. — It  shall  be  the  duty  of  the  agency  committee,  as  pro- 
vided in  by-law  9,  to  supervise  the  appointment  of  the  agents,  agency  directors, 
inspectors  of  agencies,  and  all  employees  of  the  company  engaged  chiefly  in  the 
acquisition  of  new  business. 

To  this  end,  the  committee  shall  report  to  the  board  of  trustees,  for  approval, 
at  the  stated  meeting  in  January  of  each  year,  the  rules  and  methods  under  which 
agents  are  to  be  appointed  and  compensated,  and  under  which  all  other  expendi- 
tures in  connection  with  the  procurement  of  business  are  to  be  made. 

22.  Loss  Committee’s  Duties. — It  shall  be  the  duty  of  the  loss  committee  to 
examine  all  proofs  of  death,  and  to  report  at  each  stated  meeting  the  names 
and  residences  of  the  persons  dying,  and  the  sums  insured,  and  such  other  in- 
formation as  the  board  of  trustees  may  desire.  The  committee,  or  the  presi- 
dent and  one  of  the  four  vice-presidents  acting  together,  may  order  the  payment 
of  death  claims. 

23.  Auditing  Committee. — It  shall  be  the  duty  of  the  auditing  committee : 

(a)  To  exercise  general  supervision  and  control  of  the  auditing  of  all  receipts 
and  of  all  disbursements  of  the  company,  and  of  checking  the  same  with  the 
cash  book,  investment  record  and  entries  in  the  general  ledger,  and  of  ascer- 
taining if  proper  authority  exists  for  disbursements  made,  and  whether  such 
authority  conforms  with  the  provisions  of  these  by-laws. 

(b)  To  employ,  with  the  approval  of  the  executive  committee,  chartered  ac- 
countants, from  time  to  time,  to  make  examination  of  the  company’s  books. 

(c)  To  report  to  the  board  of  trustees,  for  approval,  the  rules  and  methods 
to  be  employed  by  the  committee  in  supervising  and  governing  the  auditing  and 
checking  of  accounts  at  the  home  office  and  the  various  offices  of  issue. 

(d)  To  report  to  the  board  of  trustees  monthly,  in  writing,  a resume  of  the 
work  for  the  previous  month,  and  to  the  president  whenever  he  shall  call  upon 
them  to  do  so,  or  as  often  as  they  deem  proper. 

24.  Office  Committee. — It  shall  be  the  duty  of  the  office  committee  to  authorize 
and  supervise  the  appointment  and  removal  of  every  person  employed  by  the 
company,  except  as  otherwise  provided  in  these  by-laws ; to  fix  the  compensation 
of  every  person  employed  by  the  company,  except  as  otherwise  provided  in 
these  by-laws ; to  authorize  and  supervise  the  expenditures  of  branch  offices  and 
offices  of  issue  outside  of  the  expenditures  regulated  by  the  agency  committee ; 
and  to  this  end,  the  office  committee  shall  report  to  the  board  for  its  approval, 
at  the  stated  meeting  in  January  of  each  year,  the  rules  and  regulations  under 
which  persons  shall  be  employed  by  the  company  and  under  which  expenditures 
in  branch  offices  and  offices  of  issue  are  to  be  made. 

The  office  committee  shall  regulate  the  general  conduct  of  the  company’s  busi- 
ness not  specifically  assigned  to  any  other  committee. 

25.  Standing  Committees. — It  shall  be  the  duty  of  the  standing  committees  to 
convene  on  the  call  of  the  president,  or,  in  his  absence,  on  the  call  of  one  of 
the  three  vice-presidents,  and  they  shall  hold  regular  meetings  at  such  periods 
as  may  be  necessary,  but  not  less  than  once  a month,  for  the  transaction  of  the 
business  incident  to  the  duties  herein  assigned  them. 

Whenever  a vacancy  occurs  in  any  standing  committee  the  president  shall  fill 


NEW  YORK  LIFE. 


215 


such  vacancy  by  appointment,  in  accordance  with  the  provisions  of  by-laws  18, 
and  shall  report  such  action  to  the  next  stated  meeting  of  the  board  for  approval. 

The  standing  committees  shall  make  a report  at  each  stated  meeting  of  the 
board.  These  reports  shall  be  signed  by  the  members  of  the  committee  who 
concur  therein.  Reports  shall  include  a resume  of  the  work  of  the  previous 
calendar  month,  and  such  other  information  as  the  board  may,  from  time  to  time, 
desire. 

No  expenditure  shall  be  contracted  for  or  made  except  by  authority  of  the 
finance,  the  agency,  the  office  or  the  executive  committee,  as  provided  in  these 
by-laws. 

Any  change  desired  by  any  committee  in  the  program  presented  at  the  stated 
meeting  in  January  of  each  year,  or  at  any  stated  meeting,  must  be  submitted  to 
the  board  for  its  approval. 

The  minutes  of  the  meetings  of  all  standing  committees  shall  be  carefully  kept 
and  submitted  to  the  board  when  called  for. 

26.  Branch  Offices. — Whenever  in  the  judgment  of  the  officers  named  in  by- 
law 2,  the  interests  of  the  company’s  business  require  it,  offices  may  be  estab- 
lished at  convenient  points  throughout  the  world,  where  the  contracts  provided  in 
by-law  16,  shall  be  made  and  the  business  of  the  company  in  the  territory  under 
the  jurisdiction  of  each  such  office  shall  be  carried  on,  under  such  regulations 
as  may  be  established  from  time  to  time  by  the  office  committee. 

27.  Investment  in  Company’s  Name  Only. — All  investments  shall  stand  in  the 
name  of  the  “New  York  Life  Insurance  Company,”  and  not  in  the  name  of  any 
individual  as  an  officer  of  the  company. 

28.  Moneys ; How  Deposited ; How  Drawn. — All  moneys  belonging  to  the 
company  shall  be  deposited  to  the  credit  of  the  “New  York  Life  Insurance 
Company”  in  such  depositories  as  shall  be  designated  from  time  to  time  by 
resolution  of  the  finance  committee,  and  shall  be  drawn  only  on  the  joint  checks 
or  drafts  of  two  of  the  following  persons: 

The  president,  any  vice-president,  the  treasurer,  a secretary,  and  such  other 
person  or  persons  as  may,  from  time  to  time,  be  designated  by  the  board  of 
trustees;  provided  that  moneys  may  be  drawn  from  the  banks  designated  by  the 
finance  committee  for  the  convenience  of  the  company’s  offices  of  issue,  branch 
offices  and  agencies,  on  the  check  of  persons  duly  placed  in  charge  of  such 
offices,  as  herein  provided,  subject  to  the  rules,  restrictions  and  regulations 
made  by  the  company  from  time  to  time.  All  checks  shall  be  payable  to 
the  order  of  the  persons  entitled  to  receive  the  money. 

29.  Officers  or  Trustees  Cannot  Use  Company’s  Money. — No  trustee  or 
officer  of  this  company  shall,  directly  or  indirectly,  borrow  the  funds  of  this 
company,  or  use  the  same  except  to  pay  losses  and  other  obligations  and  ex- 
penses incurred  by  the  company. 

No  trustee  or  officer  shall  receive  any  money  or  valuable  thing  for  negoti- 
ating, procuring  or  recommending  any  loan,  or  for  selling  or  aiding  the  sale  of 
any  securities. 

30.  Vacancies  in  Board. — Whenever  a vacancy  occurs  in  the  board  of  trustees, 
it  shall  be  the  duty  of  the  executive  committee  to  nominate,  at  a stated  meeting 
of  the  board,  a candidate  to  fill  such  vacancy,  such  nomination  to  lie  over  until 
the  next  stated  meeting,  at  which  time  the  election  shall  be  held  by  ballot,  and 
the  person  receiving  a majority  of  the  votes  of  those  present  shall  fill  such 
vacancy  for  the  remainder  of  the  term. 


2l6 


CHARTERS  OF  LIFE  INSURANCE  COMPANIES. 


Inspectors;  Vacancy.  Whenever  a vacancy  occurs  in  the  office  of  inspector 
of  election,  it  shall  be  filled  by  the  executive  committee. 

32.  Investments ; In  What  Made. — The  funds  of  this  company  shall  be  invested 
and  kept  invested  in  the  following  interest  or  income-bearing  securities  among 
those  permitted  by  the  provisions  of  the  insurance  laws  of  the  State  of  New 
York,  viz.:  In  bonds  of  the  United  States  or  of  the  State  of  New  York;  in 
bonds  of  any  county  or  incorporated  city  in  the  State  of  New  York;  in  bonds 
and  mortgages  on  improved,  unencumbered  and  income-producing  real  prop- 
erty in  the  State  of  New  York,  worth  fifty  per  centum  more  than  the  amount 
loaned  thereon;  in  bonds  of  any  solvent  institution  incorporated  under  the 
laws  of  the  United  States  or  any  State  thereof;  in  bonds  issued  by  any  city, 
county,  town,  village  or  school  district  of  the  State  of  New  York;  in  bonds  of 
any  of  the  States  of  the  United  States. 

They  may  also  be  invested  on  the  pledge  of  any  of  the  above  securities. 

The  company  may  furthermore  invest  the  funds  required  to  meet  its  obliga- 
tions incurred  in  other  States  of  the  United  States  or  foreign  countries,  and  in 
conformity  with  the  laws  thereof,  in  the  same  kind  of  securities  in  such  other 
States  or  foreign  countries  as  are  provided  in  the  laws  of  the  State  of  New 
York.  The  company  may  also  loan  on  the  pledge  of  its  own  policies  of  insur- 
ance a sum  not  to  exceed  the  reserve  which  it  then  holds  on  any  such  policy 
and  the  accumulations  thereof. 

Investments  Not  to  be  Made;  Real  Estate.  But  this  company  shall  not  pur- 
chase, hold  or  grant  any  mortgage  loans  on  unimproved  or  non-productive  prop- 
erty or  on  farms,  hotels,  theaters,  churches,  breweries,  factories,  or  mining 
enterprises  of  any  description  whatsoever.  Neither  shall  this  company  make 
any  loan  on  or  investments  in  what  are  commonly  known  as  industrial  enter- 
prises. nor  shall  this  company  invest  in  or  loan  on  stocks.  Pursuant  to  the  law 
of  the  State  of  New  York,  the  company  shall  not  acquire  by  purchase  or  other- 
wise, any  real  estate  except  for  the  accommodation  of  its  business  or  in  satisfac- 
tion of  debts  due  the  company. 

33.  Proxies. — Any  person  of  legal  age,  except  an  officer,  employee  or  agent 
of  the  company',  may,  at  the  annual  election  of  members  of  the  board  of  trustees, 
act  as  proxy  for  any  member  or  members  of  the  company. 

The  board  of  trustees  shall  in  the  following  manner  designate  policyholders 
who  may  act  as  proxies  for  members : 

The  board  shall  name  three  policyholders,  and  they  in  turn  may,  in  various 
localities  where  such  action  seems  desirable,  name  two  additional  policyholders 
who  may  also  act  as  proxies  for  members.  Any  policyholder  so  named  may 
act  until  a successor  is  duly  designated. 

Every  proxy  must  be  executed  in  writing  and  shall  be  revocable  at  the  pleasure 
of  the  person  executing  it. 

Every  such  proxy  shall  be  invalid  after  the  expiration  of  eleven  months  from 
the  date  of  its  execution,  unless  the  member  executing  it  shall  have  specified 
therein  the  number  of  years  for  which  it  is  to  continue. 

34.  Change  in  By-Laws. — Any  alteration  or  amendment  of  the  by-laws  must 
be  first  proposed  at  a stated  meeting,  and  such  proposed  alteration  or  amend- 
ment may  be  considered  only  at  a subsequent  stated  meeting,  and  may  be 
adopted  only  by  the  concurrence  of  a majority  of  the  whole  board. 

35.  All  former  by-laws  are  hereby  repealed. 


NORTHWESTERN  MUTUAL  LIFE. 


217 


THE  NORTHWESTERN  MUTUAL  LIFE  INSURANCE 

COMPANY. 


An  act  to  incorporate  the  Mutual  Life  Insurance  Company  of  the 
State  of  Wisconsin.  The  people  of  the  State  of  Wisconsin,  rep- 
resented in  the  Senate  and  Assembly,  do  enact  as  follows : 

Sec.  1.  [Original  Name  of  Company .] — Thomas  Lappin,  M.  C. 
Smith,  W.  W.  Holden,  David  Noggle,  Edward  McKey,  Solomon  Hut- 
son, James  H.  Knowlton,  John  P.  Dickson,  Joseph  A.  Sleeper,  Edward 
L.  Dimock,  B.  F.  Pixley,  John  Hackett,  John  M.  Keep,  Matt.  H.  Car- 
penter, Charles  Kuehn,  Simeon  Mills,  James  Niel,  J.  F.  Willard,  John. 
Mitchell,  James  R.  Doolittle,  George  C.  Northrup,  H.  J.  Ullman,  An- 
son Eldred,  H.  H.  Camp,  J.  B.  Martin,  Luke  Stoughton,  L.  J.  Far- 
well,  H.  L.  Dousman,  J.  Allen  Barber,  John  H.  Rountree,  George  W. 
Lee,  James  H.  Ernst,  A.  Ludlow,  James  Bintliff,  Peter  Myers  and 
Lucius  S.  Fisher,  and  all  other  persons  who  may  hereafter  associate 
with  them  in  the  manner  hereinafter  prescribed,  shall  be  and  are 
declared  a body  politic  and  corporate  by  the  name  of  “Mutual  Life 
Insurance  Company  of  the  State  of  Wisconsin,”  and  by  that  name  may 
contract  and  be  contracted  with,  sue  and  be  sued,  defend  and  be  de- 
fended against  in  any  and  all  courts. 

Sec.  2.  [Powers  Limited  by  Act.] — This  corporation  shall  have 
no  powers  or  privileges,  except  such  as  are  expressly  granted  by  this 
charter. 

Sec.  3.  [Character  of  Business  and  Real  Estate  Holdings.] — The 
corporation  hereby  created  shall  have  the  power  to  insure  the  lives  of 
its  respective  members,  and  to  make  all  and  every  insurance  apper- 
taining to,  or  connected  with  life  risks,  and  to  grant  and  purchase  an- 
nuities. The  real  estate  which  it  shall  be  lawful  for  this  corporation  to 
purchase,  hold,  possess  and  convey  shall  be : 

1.  Such  as  shall  be  requisite  for  its  immediate  accommodation  in 
the  convenient  transaction  of  its  business. 

2.  Such  as  shall  have  been  mortgaged  to  it  in  good  faith,  by  way 
of  security,  for  loans  previously  contracted,  or  for  money  due. 

3.  Such  as  shall  have  been  conveyed  to  it,  in  satisfaction  of  debts 
previously  contracted  in  the  course  of  its  dealings. 

4.  Such  as  shall  have  been  purchased  at  sales  upon  judgments,  de- 
crees or  mortgages  obtained  or  made  for  such  debts. 


2l8 


CHARTERS  OF  LIFE  INSURANCE  COMPANIES. 


The  said  corporation  shall  not  purchase,  hold  or  convey  real  estate 
in  any  other  case,  or  for  any  other  purpose,  and  all  such  real  estate  as 
shall  not  be  necessary  for  the  accommodation  of  said  company,  in  the 
convenient  transaction  of  its  business,  shall  be  sold  and  disposed  of 
within  six  years  after  the  said  company  shall  have  acquired  title  to 
the  same. 

Sec.  4.  [Policyholders  Members  of  Company.] — Persons  who  shall 
hereafter  insure  with  the  said  corporation,  and  also  their  heirs,  execu- 
tors, administrators  and  assigns,  continuing  to  be  insured  in  said  cor- 
poration as  hereinafter  provided,  shall  thereby  become  members  thereof 
during  the  period  they  shall  remain  insured  by  such  corporation,  and 
no  longer. 

Sec.  5.  [Powers  of  Trustees.] — All  the  corporate  powers  of  the 
said  board  of  trustees,  and  such  officers  and  agents  as  they  may  appoint. 
The  board  of  trustees  shall  consist  of  thirty-six  persons,  all  of  whom 
must  be  citizens  of  this  State.  They  shall  elect  a president  annually, 
who  shall  be  a member  of  the  corporation,  and  they  shall  have  power 
to  declare  by  by-laws,  what  number  of  trustees  less  than  a majority  of 
the  whole,  but  not  less  than  nine  shall  be  a quorum  for  the  transaction 
of  business,  and  nine  shall  be  such  quorum,  until  otherwise  provided  by 
by-laws.  The  trustees  shall  also  have  power  to  make  all  such  by-laws 
as  shall  be  needful  or  proper  to  the  due  exercise  of  the  powers  hereby 
granted. 

Sec.  6.  [Trustees  Divided  into  Classes.] — The  persons  named  in 
this  act  shall  constitute  the  first  board  of  trustees,  and  they  shall  at 
their  first  meeting  divide  themselves  by  lot  into  four  classes  of  nine 
each.  The  term  of  the  first  class  shall  expire  at  the  end  of  one  year ; 
the  term  of  the  second  class  shall  expire  at  the  end  of  two  years ; the 
term  of  the  third  class  shall  expire  at  the  end  of  three  years ; the  term 
of  the  fourth  class  shall  expire  at  the  end  of  the  fourth  year ; and  so  on 
successively  each  and  every  year.  The  seats  of  these  classes  shall  be 
supplied  by  the  members  of  this  corporation,  a plurality  of  the  votes 
cast  constituting  a choice : but  an  insurance  of  at  least  one  thousand 
dollars  in  amount  shall  be  necessary  to  entitle  any  member  to  a vote. 
This  section  shall  not  be  constructed  to  prevent  a trustee  going  out 
from  being  eligible  to  a re-election.  The  board  of  trustees  may  fill  any 
vacancies  in  their  number  occasioned  by  death,  resignation  or  by 
removal  from  the  State.  The  election  of  trustees  shall  be  held  on  the 
first  Monday  of  June,  in  each  and  every  year,  at  such  place  in  the  city 
of  Janesville,  as  the  board  of  trustees  shall  designate,  of  which  they 
shall  give  at  least  four  weeks’  previous  notice  in  two  of  the  public  news- 
papers printed  in  Milwaukee,  Madison  and  Janesville,  and  the  board  of 


NORTHWESTERN  MUTUAL  LIFE. 


219 


trustees  at  the  same  time  shall  appoint  three  of  the  members  of 
the  said  corporation,  inspectors  to  preside  at  such  election,  and  if  any 
of  said  inspectors  decline  or  fail  to  attend,  the  trustees  shall  appoint 
others  to  fill  such  vacancies. 

Sec.  7.  [Premiums  to  be  Paid  in  Advance.] — Every  person  who 
shall  become  a member  of  this  corporation,  by  effecting  insurance 
therein,  shall  the  first  time  he  effects  insurance,  and  before  he  receives 
his  policy,  pay  the  rates  that  shall  be  fixed  upon  and  determined  by  the 
trustees,  and  no  premium  so  paid  shall  ever  be  withdrawn  from  said 
company,  except  as  hereinafter  provided,  but  shall  be  liable  to  all  the 
losses  and  expense  incurred  by  this  company  during  the  continuance  of 
its  charter. 

Sec.  8.  [Trustees  to  Fix  Rates.] — The  trustees  shall  determine 
the  rates  of  insurance  and  the  sums  to  be  insured. 

Sec.  9.  [Premiums  to  be  Invested.] — It  shall  be  lawful  for  said 
corporation  to  invest  the  said  premiums  in  the  securities  designated  in 
the  two  following  sections  and  to  sell,  transfer  and  change  the  same, 
and  reinvest  the  funds  of  said  corporation  when  the  trustees  shall 
deem  expedient. 

Sec.  10.  [Real  Estate  Investments.] — The  whole  of  the  premiums 
received  for  insurance  by  said  corporation,  except  as  provided  for  in 
the  following  section,  shall  be  invested  in  bonds  secured  by  mortgages, 
or  unincumbered  real  estate  within  this  State.  The  real  estate  or  other 
property  to  secure  such  investment  of  capital,  shall  in  every  case,  be 
worth  twice  the  amount  loaned  thereon. 

Sec.  11.  [Investment  in  Stocks.] — The  trustees  shall  have  power 
to  invest  a certain  portion  of  the  premiums  received  not  to  exceed  one- 
half  thereof  in  public  stocks  of  the  United  States,  or  of  this  State,  or  of 
any  incorporated  city  of  this  State. 

Sec.  12.  [May  Sue  and  be  Sited.] — Suits  at  law  may  be  main- 
tained by  said  corporation  against  any  of  its  members  for  any  cause 
relating  to  the  business  of  said  corporation.  Suits  at  law  may  also  be 
prosecuted  and  maintained  by  any  member  against  said  corporation, 
for  loss  by  death  if  payment  is  withheld  more  than  three  months  after 
the  company  is  duly  notified  of  such  losses,  and  no  member  of  the  cor- 
poration shall  be  debarred  his  testimony  as  a witness  in  any  such  cause 
on  account  of  interest  in  such  suit,  or  of  his  being  a member  of  said 
company,  and  no  member  of  the  corporation  not  being  in  his  indi- 
vidual capacity,  a party  to  such  suit,  shall  be  incompetent  as  a witness 
in  any  such  suit  on  account  of  his  being  a member  of  said  company. 

Sec.  13.  [Dividends  to  Policyholders.] — The  officers  of  said  com- 
pany at  the  expiration  of  five  years  from  the  time  that  the  first  policy 


220 


CHARTERS  OF  LIFE  INSURANCE  COMPANIES. 


shall  have  been  issued  and  bear  date,  and  within  sixty  days  thereafter, 
and  during  the  first  sixty  days  of  every  subsequent  period  of  five  years, 
shall  cause  a balance  to  be  struck  of  the  affairs  of  the  company,  and 
shall  credit  each  member  with  an  equitable  share  of  the  profits  of  said 
company,  and  in  case  of  the  death  of  the  party  whose  life  is  insured, 
the  amount  standing  to  his  credit  at  the  last  preceding  striking  of  bal- 
ance as  aforesaid,  shall  be  paid  over  to  the  person  entitled  to  receive 
the  same;  any  member  who  would  be  entitled  to  share  in  the  profits, 
who  shall  have  omitted  to  pay  any  premium  or  any  periodical  payment 
due  from  him  to  the  company,  may  be  prohibited  by  the  trustees  from 
sharing  in  the  profits  of  the  company.  Xo  member  except  officers  of 
the  company  and  agents  thereof  shall  be  personally  liable  for  the  losses 
of  the  company,  and  such  officers  and  agents,  severally,  shall  be  liable, 
but  only  for  the  losses  arising  by  reason  of  their  own  respective  neglect 
or  misconduct. 

Sec.  14.  [Quinquennial  Statement  to  be  Prepared .] — On  some  day 
in  the  first  thirty  days  after  the  expiration  of  the  first  five  years,  from 
the  time  when  the  said  company  shall  issue  its  first  policy,  and  within 
the  first  thirty  days  of  every  subsequent  five  years,  the  officers  of  said 
company  shall  cause  to  be  made  a general  balance  statement  of  the 
affairs  of  said  company,  which  shall  be  entered  in  a book  prepared  for 
that  purpose,  which  shall  be  subject  to  the  examination  of  every  mem- 
ber of  the  company,  during  the  usual  hours  of  business,  for  the  term 
of  thirty  days  thereafter.  Such  statement  shall  contain.: 

1.  The  amount  of  premiums  received  during  said  period. 

2.  The  amount  of  expenses  of  said  company  during  the  same 
period. 

3.  The  amount  of  losses  incurred  during  said  period. 

4.  The  balance  remaining  with  the  said  company. 

5.  The  nature  of  the  security  on  which  the  same  is  inyested  or 
loaned,  and  the  amount  of  cash  on  hand. 

The  said  company  shall  also  make  and  transmit  to  the  secretary  of 
State,  on  the  first  Monday  of  January  in  each  year,  a full  statement  of 
its  affairs,  in  the  same  or  like  manner  as  moneyed  corporations  are  re- 
quired to  do. 

Sec,  15.  [Location  of  Company.] — The  operations  and  business  of 
this  corporation  shall  be  carried  on  in  the  city  of  Janesville,  at  such 
place  as  the  trustees  shall  direct,  so  far  as  the  same  can  be  done  at  a 
principal  office. 

Sec.  16.  [Company  may  Purchase  its  Policies.] — Xo  policy  shall 
be  issued  by  said  company  until  application  shall  be  made  for  insur- 
ance in  the  aggregate  for  two  hundred  thousand  dollars  at  least.  The 


NORTHWESTERN  MUTUAL  LIFE. 


221 


trustees  shall  have  the  right  to  purchase  for  the  benefit  of  the  company, 
all  policies  of  insurance  or  other  obligations  issued  by  the  said  company. 

Sec.  17.  [Wife's  Policies  Exempt  from  Creditors.] — It  shall  be 
lawful  for  any  married  woman,  by  herself,  and  in  her  name,  or  in  the 
name  of  any  third  person,  with  his  assent  as  her  trustee,  to  cause  to  be 
insured  for  her  sole  use  the  life  of  her  husband  for  any  definite  period, 
or  for  the  term  of  his  natural  life,  and  in  case  of  her  surviving  her 
husband,  the  sum  or  net  amount  of  the  insurance  becoming  due  and 
payable  by  the  terms  of  the  insurance,  shall  be  payable  to  her,  to  and 
for  her  own  use,  free  from  the  claims  of  the  representatives  of  her 
husband,  or  of  any  of  his  creditors,  but  such  exemption  shall  not 
apply  where  the  amount  of  premium  annually  paid  shall  exceed  three 
hundred  dollars.  In  case  of  the  death  of  the  wife  before  the  decease 
of  her  husband,  the  amount  of  the  insurance  may  be  made  payable 
after  death  to  her  children,  for  their  use,  and  to  their  guardian  if 
under  age. 

Sec.  18.  [Charter  to  he  Perpetual.] — This  act  shall  be  perpetual, 
but  the  legislature  may  at  any  time  alter  or  amend  the  same. 

Sec.  19.  This  act  is  hereby  declared  a public  act,  and  shall  be 
printed  by  the  State  printer  immediately,  and  when  so  printed,  the 
same  shall  take  effect  and  be  in  full  force. 

WYMAN  SPOONER, 
Speaker  of  the  Assembly. 

Arthur  McArthur. 

Lieutenant  Governor  and  President  of  the  Senate. 

Approved  March  2,  1857.  COLES  BASHFORD. 

Amendment  of  1858. 

The  people  of  the  State  of  Wisconsin,  represented  in  Senate  and 
Assembly,  do  enact  as  follows : 

Sec.  1.  [Authorized  to  Make  Reinsurances.] — The  Mutual  Life  In- 
surance Company  of  the  State  of  Wisconsin,  shall  have  a common  seal, 
and  shall  have  power  to  make  reinsurance  of  any  risks  which  they  may 
have  taken,  and  may  make  all  such  by-laws  not  inconsistent  with  the 
constitution  and  laws  of  this  State,  as  may  be  deemed  necessary  for 
the  appointment  of  its  officers  and  agents,  and  the  conduct  of  its 
affairs  in  the  various  cities  and  towns  of  this  State,  and  of  sister  States, 
and  foreign  governments,  as  the  said  corporation  may  deem  most  for 
its  interest. 

Sec.  2.  [Penalty  for  Misappropriation.] — Any  officer,  agent  or 
trustee,  who  shall  be  convicted  of  having  abstracted  or  taken  any 
money  or  evidence  of  debt,  or  property  belonging  to  this  corporation, 


222 


CHARTERS  OF  LIFE  INSURANCE  COMPANIES. 


and  shall  have  disposed  of  it  or  have  placed  it  beyond  the  reach  of 
the  officers  of  this  corporation,  without  having  first  had  the  authority 
from  the  board  of  trustees,  or  from  the  finance  committee,  by  a resolu- 
tion entered  upon  their  books  so  to  do,  shall  be  deemed  guilty  of  a 
felony,  and  shall  be  adjudged  to  pay  a fine  in  a sum  not  exceeding  five 
times  the  amount  of  the  sum  proved  to  have  been  abstracted,  and  shall 
be  sentenced  to  confinement  in  the  State  prison  for  not  more  than  five 
years,  in  the  discretion  of  any  court  having  cognizance  thereof. 

Sec.  3.  [Members  May  Vote  by  Proxy.] — Any  member  of  this 
company  shall  have  the  right  to  vote  by  proxy  as  well  as  in  person. 

Sec.  4.  [Reason  for  Amendment.] — It  is  hereby  declared  that  in 
the  judgment  of  the  Legislature  of  this  State  the  objects  of  the  fore- 
going amendments  cannot  be  attained  under  general  laws. 

Sec.  5.  This  act  shall  take  effect  and  be  in  force  from  and  after 
its  passage.  p S.  LOVELL, 

Speaker  of  the  Assembly. 

H.  H.  GILES, 

President  of  the  Senate,  pro  tern. 

Approved  April  24,  1858.  ALEX.  W.  RANDALL. 


Amendment  of  1859. 

The  people  of  the  State  of  Wisconsin,  represented  in  Senate  and 
Assembly,  do  enact  as  follows : 

Sec.  1.  [Annual  Report  to  be  Made  in  June.] — The  annual  report 
recpiired  to  be  made  by  Sec.  1 of  chapter  103  of  the  general  laws  of 
1858,  may  be  made  by  the  Mutual  Life  Assurance  Company  of  the 
State  of  Wisconsin,  in  the  month  of  June,  of  each  and  every  year. 

Sec.  2.  [City  of  Janesville  Stricken  Out.]- — The  words  “in  the  city 
of  Janesville”  where  they  occur  in  the  sixth  and  fifteenth  sections  of 
the  act  incorporating  said  company,  are  hereby  stricken  out. 

Sec.  3.  This  act  shall  take  effect  and  be  in  force  from  and  after 
its  passage.  WM.  P.  LYON, 

Speaker  of  the  Assembly. 

E.  D.  CAMPBELL,' 

Lieutenant  Governor  and  President  of  the  Senate. 
Approved  February  23.  1859.  ALEX.  W.  RANDAL. 


Amendment  of  1863. 

The  people  of  the  State  of  Wisconsin,  represented  in  Senate  and 
Assembly,  do  enact  as  follows : 

Sec.  1.  [Corporate  Powers  Vested  in  Trustees.] — Sec.  5 of  chapter 


NORTHWESTERN  MUTUAL  LIFE. 


223 


✓ 

129  of  the  private  and  local  laws  of  1857,  entitled  “An  act  to  incorpo- 
rate the  Mutual  Life  Insurance  Company  of  the  State  of  Wisconsin,” 
is  hereby  so  amended  as  to  read  as  follows,  viz. : “Sec.  5.  All  the 

corporate  powers  of  the  said  company  shall  be  vested  in,  and  exercised 
by,  a board  of  trustees,  and  such  committees  and  officers  and  agents 
as  they  may  appoint.  The  board  of  trustees  shall  consist  of  thirty-six 
persons.  They  shall  elect  a president  annually,  who  shall  be  a trus- 
tee and  a member  of  the  corporation,  and  they  shall  have  power  to  de- 
clare by  by-law,  what  number  of  trustees,  less  than  a majority  of  the 
whole,  but  not  less  than  nine,  shall  be  a quorum  for  the  transaction  of 
business,  and  nine  shall  be  such  quorum  until  otherwise  provided  by 
by-law.  The  trustees  shall  have  power  to  make  all  such  by-laws  as 
shall  be  needful  or  proper  to  the  exercise  of  the  powers  hereby 
granted.” 

Sec.  2.  [Classification  of  Trustees.] — Sec.  6 of  the  said  act  is 
hereby  so  amended  as  to  read  as  follows,  viz. ; “Sec.  6.  The  per- 
sons named  in  this  act  shall  constitute  the  first  board  of  trustees, 
and  they  shall  at  their  first  meeting  divide  themselves  by  lot 
into  four  classes  of  nine  each.  The  term  of  the  first  class  shall  expire 
at  the  end  of  one  year ; the  term  of  the  second  class  shall  expire  at  the 
end  of  two  years ; the  term  of  the  third  class  shall  expire  at  the  end  of 
three  years ; the  term  of  the  fourth  class  shall  expire  at  the  end  of  the 
fourth  year,  and  so  on  successively  each  and  every  year.  The  seats  of 
these  classes  shall  be  supplied  by  the  members  of  this  corporation,  a 
plurality  of  the  votes  cast  constituting  a choice,  but  an  insurance  of  at 
least  one  thousand  dollars  in  amount  shall  be  necessary  to  entitle  any 
member  to  a vote.  This  section  shall  not  be  construed  to  prevent  a 
trustee  going  out  from  being  eligible  to  a re-election.  The  board  of 
trustees  may  fill  any  vacancies  in  their  number  occasioned  by  death, 
resignation  or  in  any  other  manner.  The  election  of  trustees  shall  be 
held  at  the  office  of  said  company  in  the  city  of  Milwaukee,  on  the 
second  Wednesday  of  June  in  each  year,  of  which  they  shall  give  at 
least  four  weeks’  previous  notice  in  one  or  more  of  the  public  news- 
papers printed  in  Milwaukee  and  Madison,  and  the  board  of  trustees 
at  the  same  time  shall  also  appoint  three  of  the  members  of  the  said 
corporation  inspectors,  to  preside  at  such  election;  and  if  any  of  said 
inspectors  decline,  or  fail  to  attend,  the  trustees  shall  appoint  others 
to  fill  such  vacancies.” 

Sec.  3.  [Investments  in  Real  Estate .] — Sec.  10  of  the  said  act  is 
hereby  so  amended  as  to  read  as  follows,  viz. : “Sec.  10.  The  whole 
of  the  premiums  received  for  insurance  by  said  corporation,  except  as 
provided  for  in  the  following  section,  shall  be  invested  in  bonds  secured 


224 


CHARTERS  OF  LIFE  INSURANCE  COMPANIES. 


by  mortgages  on  unincumbered  real  estate.  The  real  estate  or  property 
to  secure  such  investment  or  capital,  shall  in  every  case  be  worth  twice 
the  amount  loaned  thereon.” 

Sec.  4.  [Investments  in  Stocks .] — Sec.  11  of  said  act  is  hereby  so 
amended  as  to  read  as  follows,  viz. : ”Sec.  11.  The  trustees  shall  have 
power  to  invest  a certain  portion  of  the  premiums  received,  not  to 
exceed  one-half  thereof,  in  public  stocks  of  the  United  States  or  of  this 
State,  or  of  any  incorporated  city  of  this  State,  and  the  company  may 
loan  to  policyholders  in  said  company,  from  time  to  time,  sums  not 
exceeding  one-half  of  the  annual  premiums  on  their  policies,  upon  notes 
to  be  secured  by  the  policy  of  the  person  to  whom  the  loans  may  be 
made.” 

Sec.  5.  [How  Dividends  May  be  Applied .] — The  said  company 
may  cause  a balance  to  be  struck  of  the  affairs  of  said  company,  and 
a dividend  of  its  profits  to  be  made  among  the  members  thereof,  as 
provided  in  Sec.  13  of  the  said  act  of  incorporation  thereof,  annually, 
biennially,  triennially,  or  once  in  five  years,  as  the  board  of  trustees 
may  determine,  and  the  dividend  of  profits  when  so  made,  may  at  the 
option  of  each  member  entitled  thereto,  and  with  the  consent  of  the 
board  of  trustees,  be  appropriated  to  the  purchase  of  additional  insur- 
ance, or  in  reduction  of,  or  toward  the  payment  of  annual  premiums, 
or  credited  to  the  insured  to  be  paid  over  at  the  decease  of  the  insured, 
to  the  person  entitled  to  receive  the  same  in  the  same  manner,  and 
upon  the  same  conditions  as  the  amount  insured  by  the  policy  of  such 
member. 

Sec.  6.  This  act  shall  take  effect  and  be  in  force  from  and  after 
its  passage.  j ALLEN  BARBER, 

Speaker  of  the  Assembly. 
WYMAN  SPOONER. 

President  of  the  Senate. 

Approved  March  23,  1863.  EDWARD  SALOMON, 

— — Governor. 


Amendment  of  1865. 

The  people  of  the  State  of  Wisconsin,  represented  in  Senate  and 
Assembly,  do  enact  as  follows : 

Sec.  1.  [Name  of  Company  Changed.] — That  the  corporate  name 
of  the  Mutual  Life  Insurance  Company  of  the  State  of  Wisconsin,  a 
corporation  duly  created  by  and  organized  pursuant  to  an  act  entitled 
“An  act  to  incorporate  the  Mutual  Life  Insurance  Company  of  the 
State  of  Wisconsin,”  approved  March  2,  1857.  and  the  several  acts 
amendatorv  thereof,  be,  and  the  same  is  hereby  changed  to  “The  North- 


NORTHWESTERN  MUTUAL  LIFE. 


225 


western  Mutual  Life  Insurance  Company,"  and  by  the  latter  name  the 
said  the  “Mutual  Life  Insurance  Company  of  the  State  of  Wisconsin," 
shall  hereafter  be  known  in  all  courts  and  places,  and  enjoy  the  same 
corporate  rights  and  franchises,  and  be  subject  to  the  same  duties, 
obligations  and  liabilities,  as  by  said  former  name  ; and  the  said  corpo- 
ration may  hereafter  sue  and  be  sued,  plead  and  be  impleaded,  answer 
and  be  answered  unto,  in  all  courts  and  places  by  the  said  name  of  “The 
Northwestern  Mutual  Life  Insurance  Company,”  for,  upon,  and  by 
reason  of  any  contract,  liabilities,  or  cause  of  action,  made,  had,  in- 
curred or  suffered  by  said  corporation  prior  to  the  time  this  act  shall 
take  effect,  with  the  same  effect  and  in  the  same  manner  as  if  the  same 
had  been  made,  had,  incurred,  or  suffered  in  and  by  the  said  name  of 
“The  Northwestern  Mutual  Life  Insurance  Company." 

Sec.  2.  [Time  of  Annual  Meeting.] — The  annual  meeting  of  the 
members  of  said  company  for  the  purpose  of  electing  trustees  thereof, 
shall,  after  the  year  A.  D.  1865,  be  held  on  the  second  Wednesday  of 
January  in  each  year,  and  the  trustees  who  shall  be  elected  at  the  annual 
meeting  of  the  said  company,  which  shall  be  held  on  the  second  Wed- 
nesday of  June,  A.  D.  1865,  shall  hold  their  offices  until  the  second 
Wednesday  of  January,  one  thousand  eight  hundred  and  sixty-nine, 
and  the  term  of  office  of  those  trustees  now  in  office,  which  would 
expire,  but  for  the  passage  of  this  act,  on  the  second  Wednesday  of 
June,  in  the  years  one  thousand  eight  hundred  and  sixty-six,  one  thou- 
sand eight  hundred  and  sixty-seven  and  one  thousand  eight  hundred 
and  sixty-eight,  shall  expire,  and  their  successors  may  be  chosen  at  the 
annual  meeting  to  be  held  on  the  second  Wednesday  of  January  in  each 
of  said  years  respectively.  The  trustees  elected  at  the  annual  meeting 
to  be  held  on  the  second  Wednesday  of  January,  A.  D.  1866,  and  an- 
nually thereafter  shall  hold  their  respective  offices  for  four  years  unless 
sooner  removed  according  to  law.” 

Sec.  3.  This  act  shall  take  effect  and  be  in  force  from  and  after  the 
first  day  of  March,  A.  D.  1865.  WM.  W.  FIELD, 

Speaker  of  the  Assembly. 
WYMAN  SPOONER, 
President  of  the  Senate. 
JAMES  T.  LEWIS, 

Governor  Wisconsin. 


Approved  January  20,  1865. 


Amendment  of  1869. 

State  of  Wisconsin,  represented  in  Senate 


and 


The  people  of  the 

Assembly,  do  enact  as  follows : 

Sec.  t.  [Loans  to  Policyholders  .Authorised.] — Sec.  it  of  an  act 


226 


CHARTERS  OF  LIFE  INSURANCE  COMPANIES. 


entitled  “An  act  to  incorporate  the  Mutual  Life  Insurance  Company 
of  the  State  of  Wisconsin,”  approved  March  2.  1857,  is  hereby  so 
amended  as  to  read  as  follows:  “Sec.  11.  The  trustees  shall  have 

power  to  invest  a certain  portion  of  the  premiums  received,  not  to  ex- 
ceed one-half  thereof  in  public  stocks  of  the  United  States,  or  of  this 
State,  or  of  any  incorporated  city  of  this  State.  And  the  company  may 
loan  to  policyholders  in  said  company  from  time  to  time,  sums  not 
exceeding  one-half  the  annual  premiums  on  their  policies,  upon  notes 
to  be  secured  by  the  policy  of  the  person  to  whom  the  loans  may  be 
made ; provided,  however,  that  the  said  trustees  are  hereby  authorized 
at  their  discretion,  to  invest  so  much  of  the  assets  of  the  said  company 
in  the  State  bonds  or  other  securities  of  any  State  of  the  United  States 
in  which  they  may  desire  to  transact  the  business  of  life  insurance  as 
may  be  necessary  to  comply  with  the  requirements  of  the  laws  of  such 
State  relating  to  life  insurance  companies  incorporated  by  other 
States.”  Sec.  2.  This  act  shall  take  effect,  and  be  in  force  from  and 
after  its  passage.  A M THOMSON, 

Speaker  of  the  Assembly. 

G.  C.  HAZLETON, 

President  of  the  Senate  pro  tern. 

Approved  March  9,  1869.  LUCIUS  FAIRCHILD. 

Governor. 


Amendment  of  1870. 

The  people  of  the  State  of  Wisconsin,  represented  in  Senate  and 
Assembly,  do  enact  as  follows : 

Sec.  1.  [Election  of  Trustees.] — Chapter  129  of  the  private  and 
local  laws  of  1857,  entitled  “An  act  to  incorporate  the  Mutual  Life  In- 
surance Company  of  the  State  of  Wisconsin,”  approved  March  2,  1857, 
the  name  of  which  corporation  was  changed  to  the  “Northwestern 
Mutual  Life  Insurance  Company,”  by  an  act  entitled  “An  act  to  change 
the  name  of  the  Mutual  Life  Insurance  Company  of  the  State  of  Wis- 
consin.” approved  January  20,  1865,  and  published  and  designated  as 
chapter  1 of  the  supplement  to  private  and  local  laws  of  1865.  is  hereby 
amended  by  inserting  in  the  said  original  act  immediately  after  Sec.  18. 
the  following  to  stand  as  Secs.  19,  20  and  21 : “Sec.  19.  The  annual 
meeting  of  the  members  of  the  said  Northwestern  Mutual  Life  Insur- 
ance Company,  for  the  purpose  of  electing  trustees  thereof,  shall  be 
hereafter  held  on  the  last  Wednesday  of  January,  in  each  year,  and  the 
trustees  elected  at  each  annual  election  hereafter  held,  shall  hold  their 
respective  offices  for  four  years,  unless  sooner  removed  according  to 


NORTHWESTERN  MUTUAL  LIFE. 


227 


law ; except  such  as  may  be  elected  to  fill  vacancies,  who  shall  hold 
their  respective  offices  until  the  expiration  of  the  term  of  office  of  the 
class  of  trustees  to  which  they  may  respectively  belong.  The  trustees 
now  in  office  shall  hold  their  respective  offices  until  the  day  of  the  an- 
nual election,  at  which  their  successors  are  to  be  elected,  pursuant  to 
this  section,  unless  sooner  removed  according  to  law.  “Sec.  20.  No 
person  shall  be  eligible  to  the  office  of  trustee  of  the  said  company, 
unless  he  shall  have  effected  an  insurance  upon  his  own  life  for  the 
benefit  of  himself,  his  wife,  heirs  or  representatives  for  at  least  five 
thousand  dollars,  which  shall  be  in  full  force  and  effect,  on  which  he 
shall  have  paid  the  premium  for  at  least  one  year.  Every  trustee  of 
the  said  company  shall,  during  his  whole  term  of  service,  be  a citizen 
of  the  United  States,  and  at  least  two-thirds  of  all  the  trustees  of  the 
said  company,  who  may  be  hereafter  elected,  shall  have  resided  in  this 
State  one  year  next  preceding  their  election,  and  be  residents  of  the 
same  during  their  continuance  in  office.  The  number  of  persons 
eligible  to  the  office  of  trustee  in  said  company,  equal  to  the  number  of 
trustees  to  be  elected  at  each  annual  election,  who  shall  receive  the 
highest  number  of  votes  cast  thereat,  shall  be  chosen  trustees.  An  in- 
surance of  at  least  one  thousand  dollars  effected  by  a person  upon  his 
own  life,  or  upon  the  life  of  another  for  his  own  benefit,  or  the  benefit 
of  his  wife,  heirs  or  personal  representatives,  shall  be  necessary  to 
entitle  any  member  to  a vote,  and  each  member  shall  be  entitled  to 
one  vote  for  each  one  thousand  dollars  of  insurance  he  may  have 
effected  in  said  company  as  aforesaid,  such  insurance  being  in  force  at 
the  time  of  the  election.”  “Sec.  21.  Members  of  said  company  may 
vote  by  proxies  dated  and  executed  within  sixty  days  ne^ct  preceding 
and  returned  to  the  chief  office  of  the  said  company,  for  examination 
and  registry  upon  the  books  of  the  company  at  least  three  days  pre- 
vious to  the  meeting  of  the  members  of  the  company,  at  which  the  same 
are  to  be  used,  but  no  person  shall  be  allowed  to  cast  by  proxy  more 
than  one  hundred  votes  in  addition  to  the  votes  to  which  he  may  be 
entitled  as  a member  of  the  company,  on  his  own  insurance ; and  no 
officer,  trustee,  agent  or  employee  of  said  company  shall  act  or  be 
entitled  to  vote  as  proxy  for  an  absent  member.” 

Sec.  2.  [Renumbering  Sections  of  Act.] — Sec.  19  of  said  original 
act  is  hereby  numbered  Sec.  22  and  Sec  2 of  chapter  one  of  the  sup- 
plement to  the  private  and  local  laws  of  1865,  entitled  “An  act  to 
change  the  name  of  the  Mutual  Life  Insurance  Company  of  the  State 
of  Wisconsin,”  approved  January  20,  1865,  and  all  provisions  of  the 
act  of  which  this  act  is  amendatory,  conflicting  with  the  provisions  of 
this  act  are  hereby  repealed. 


228 


CHARTERS  OF  LIFE  INSURANCE  COMPANIES. 


Sec.  3. 
passage. 


This  act  shall  take  effect  and  be  in  force  from  and  after  its 

J.  M.  BINGHAM, 

Speaker  of  the  Assembly. 
THAD.  C.  POUND, 


President  of  the  Senate. 

Approved  March  15,  1870.  LUCIUS  FAIRCHILD, 

Governor. 


Amendment  of  1882. 

The  people  of  the  State  of  Wisconsin,  represented  in  Senate 
and  Assembly,  do  enact  as  follows  : 

Sec.  1.  [Date  of  Annual  Meeting.] — The  annual  meeting  of  the 
members  of  the  Northwestern  Mutual  Life  Insurance  Company  to  be 
held  in  the  year  1883,  for  the  purpose  of  electing  trustees  and  officers 
thereof,  shall  be  held  on  the  third  Wednesday  of  July,  1883,  and  such 
annual  meetings  shall  thereafter  be  held  on  the  third  Wednesday  of 
July  in  each  year,  and  the  trustees  elected  at  each  annual  election  here- 
after held,  shall  hold  their  respective  offices  for  four  years  unless 
sooner  removed  according  to  law.  except  such  as  may  be  elected  to 
fill  vacancies,  who  shall  hold  their  respective  offices  until  the  expira- 
tion of  the  term  of  office  of  the  class  of  trustees  to  which  they  may 
respectively  belong.  The  trustees  now  in  office  shall  hold  their  re- 
spective offices  until  the  day  of  the  annual  election  at  which  their  suc- 
cessors are  to  be  elected,  pursuant  to  this  section,  and  the  present 
officers  shall  hold  their  respective  offices  until  the  annual  meeting  to 
be  held  on  the  third  Wednesday  of  July,  A.  D.  1883,  unless  sooner 
removed  according  to  law. 

Sec.  2.  This  act  shall  take  effect  and  be  in  force  from  and  after 
its  passage  and  publication.  g AMUEL  S FIFIELD 

President  of  the  Senate. 
FRANKLIN  L.  GILSON, 
Speaker  of  the  Assembly. 

Approved  March  23,  1882.  J.  M.  RUSK, 

Governor. 


Amendment  of  1885. 

The  people  of  the  State  of  Wisconsin,  represented  in  Senate  and 
Assembly,  do  enact  as  follows : 

Sec.  1.  [Defining  its  Real  Estate  Purchases.] — Sec.  3 of  an  act 
entitled  “An  act  to  incorporate  the  Mutual  Life  Insurance  Company  of 
the  State  of  Wisconsin.”  approved  March  2,  1857,  is  hereby  amended 


NORTHWESTERN  MUTUAL  LIFE. 


229 


by  striking  out  the  word  “immediate”  in  the  eighth  line  of  said  section, 
and  also  by  striking  out  the  word  “six”  in  the  twenty-fifth  line  of  said 
section,  and  inserting  in  lieu  thereof  the  word  “ten,”  and  by  adding  to 
said  section  the  following,  viz. : “unless  said  corporation  shall  procure 
a certificate  from  the  Commissioner  of  Insurance  of  this  State  that  it 
will  suffer  materially  from  a forced  sale  thereof,  in  which  event  the 
sale  may  be  postponed  for  such  period  as  such  Commissioner  may 
therein  direct ; provided,  that  whenever  any  real  estate  occupied  by  said 
corporation  in  the  transaction  of  its  business  shall  no  longer  be  re- 
quired for  that  purpose,  by  reason  of  the  occupation  of  other  real  estate 
for  the  same  purpose,  or  for  any  other  cause,  such  real  estate  shall  be 
sold  within  ten  years  after  the  time  it  shall  cease  to  be  so  occupied, 
subject,  however,  to  the  right  of  postponement  above  mentioned ;”  so 
that  said  section,  when  amended,  shall  read  as  follows,  viz. ; “Sec.  3. 
The  corporation  hereby  created  shall  have  the  power  to  insure  the  lives 
of  its  respective  members,  and  to  make  all  and  every  insurance  apper- 
taining to,  or  connected  with  life  risks,  and  to  grant  and  purchase  an- 
nuities. The  real  estate  which  it  shall  be  lawful  for  this  corporation  to 
purchase,  hold,  possess  and  convey  shall  be : 

“1.  Such  as  shall  be  requisite  for  its  accommodation  in  the  con- 
venient transaction  of  its  business. 

“2.  Such  as  shall  have  been  mortgaged  to  it  in  good  faith,  by  way 
of  security  for  loans  previously  contracted,  or  for  money  due. 

“3.  Such  as  shall  have  been  conveyed  to  it  in  satisfaction  of  debts 
previously  contracted  in  the  course  of  its  dealings. 

“4.  Such  as  shall  have  been  purchased  at  sales  upon  judgments,  de- 
crees or  mortgages  obtained,  or  made  for  such  debts.  The  said  cor- 
poration shall  not  purchase,  hold  or  convey  real  estate  in  any  other 
case,  or  for  any  other  purpose ; and  all  such  real  estate  as  shall  not  be 
necessary  for  the  accommodation  of  said  company  in  the  convenient 
transaction  of  its  business  shall  be  sold  and  disposed  of  within  ten 
years  after  the  said  company  shall  have  acquired  title  to  the  same, 
unless  said  corporation  shall  procure  a certificate  from  the  Commis- 
sioner of  Insurance  of  this  State  that  it  will  suffer  materially  from  a 
forced  sale  thereof,  in  which  event  the  sale  may  be  postponed  for  such 
period  as  such  Commissioner  may  therein  direct ; provided,  that  when- 
ever any  real  estate  occupied  by  said  corporation  in  the  transaction  of 
its  business  shall  no  longer  be  required  for  that  purpose,  by  reason  of 
the  occupation  of  other  real  estate  for  the  same  purpose  or  for  any 
other  cause,  such  real  estate  shall  be  sold  within  ten  years  after  the 
time  it  shall  cease  to  be  so  occupied,  subject,  however,  to  the  right  of 
postponement  above  mentioned.” 


230 


CHARTERS  OF  LIFE  INSURANCE  COMPANIES. 


Sec.  2.  This  act  shall  take  effect  and  be  in  force  from  and  after 
its  passage  and  publication. 

SAMUEL  S.  FIFIELD, 

President  of  the  Senate. 
HIRAM  O.  FAIRCHILD. 

Speaker  of  the  Assembly. 

Approved  March  31,  1885.  J.  M.  RUSK, 

Governor. 

Amendment  of  1887. 

The  people  of  the  State  of  Wisconsin,  represented  in  Senate  and 
Assembly,  do  enact  as  follows : 

Sec.  1.  [May  Invest  in  Mortgage  Bonds  or  Notes.] — Sec.  10  of 
chapter  129  of  the  private  and  local  laws  of  1857,  entitled  “An  act  to 
incorporate  the  Mutual  Life  Insurance  Company  of  the  State  of 
Wisconsin,"  approved  March  2,  1857,  as  amended  by  Sec.  3 of  chapter 
323  of  the  general  laws  of  1863  is  hereby  amended  by  inserting  the 
words  “or  notes’  after  the  word  “bonds”  in  the  fifth  line  of  said  Sec. 
3,  and  by  striking  out  the  word  “or,”  in  the  seventh  line  of  said  Sec. 
3.  and  inserting  in  lieu  therefore  the  word  “of,”  so  that  said  Sec.  10. 
when  amended,  shall  read  as  follows,  viz. : “Sec.  10.  The  whole  of 

the  premiums  received  for  insurance  by  said  corporation,  except  as 
provided  for  in  the  following  section,  shall  be  invested  in  bonds  or 
notes  secured  by  mortgages  on  unencumbered  real  estate.  The  real 
estate  or  property  to  secure  such  investment  of  capital,  shall  in  every 
case,  be  worth  twice  the  amount  loaned  thereon.” 

Sec.  2.  [Regulating  Dividends  to  Policyholders.] — Sec.  13  of  said 
chapter  129,  as  modified  and  amended  l}y  Sec.  5 of  chapter  323  of  the 
general  laws  of  1863.  is  hereby  amended  by  striking  out  that  part  of  said 
Sec.  13,  from  the  beginning  thereof  to  and  including  the  words  “the 
same”  in  the  twelfth  line  thereof,  and  by  striking  out  that  part  of  said 
Sec.  5 from  the  beginning  thereof  to  and  including  the  words  “may 
determine”  and  by  inserting  in  lieu  thereof  the  words  “the  said  com- 
pany may  make  distribution  of  its  surplus  or  profits,  on  equitable  prin- 
ciples, annually,  or  once  in  two,  three,  four  or  five  years,  in  such 
amounts  as  the  trustees  thereof  may  determine.  In  determining  the 
amount  to  be  distributed,  they  shall  hold  such  funds  in  reserve,  as 
they  may  consider  sufficient  to  enable  the  company  to  meet  its  obli- 
gations, but  in  no  case  less  than  the  aggregate  net  value  of  all  the  out- 
standing policies,  computed  by  the  American  Experience  Table,  with 
interest  not  exceeding  four  and  one-half  per  cent;”  so  that  said  Sec.  13. 
when  amended  shall  read  as  follows,  viz.:  “Sec.  13.  The  said  com- 


NORTHWESTERN  MUTUAL  LIFE. 


23I 


pany  may  make  distribution  of  its  surplus  or  profits,  on  equitable  prin- 
ciples, annually,  or  once  in  two,  three,  four  or  five  years,  in  such 
amounts  as  the  trustees  thereof  may  determine.  In  determining  the 
amount  to  be  distributed,  they  shall  hold  such  funds  in  reserve  as  they 
may  consider  sufficient  to  enable  the  company  to  meet  its  obligations, 
but  in  no  case  less  than  the  aggregate  net  value  of  all  the  outstanding 
policies,  computed  by  the  American  Experience  Table,  with  interest 
not  exceeding  four  and  one-half  per  cent.  The  dividend  of  profits, 
when  so  made,  may,  at  the  option  of  each  member  entitled  thereto,  and 
with  the  consent  of  the  board  of  trustees,  be  appropriated  to  the  pur- 
chase of  additional  insurance,  or  in  reduction  of,  or  toward  the  pay- 
ment of  annual  premiums,  or  credited  to,  the  insured,  to  be  paid  over 
at  the  decease  of  the  insured  to  the  person  entitled  to  receive  the  same, 
in  the  same  manner  and  upon  the  same  condition  as  the  amount  in- 
sured by  the  policy  of  such  member.  Any  member  who  would  be  en- 
titled to  share  in  the  profits  who  shall  have  omitted  to  pay  any  pre- 
mium or  any  periodical  payment  due  from  him  to  the  company  may  be 
prohibited  by  the  trustees  from  sharing  in  the  profits  of  the  company. 
No  member  except  officers  of  the  company  and  agents  thereof  shall  be 
personally  liable  for  the  losses  of  the  company,  and  such  officers  and 
agents  severally  shall  be  liable,  but  only  for  the  losses  arising  by  reason 
of  their  own  respective  neglect  or  misconduct. 

Sec.  3.  [Repeal  of  Section  Relating  to  Married  Women.] — Sec. 
17  of  said  chapter  129,  relating  to  insurance  for  the  benefit  of  married 
women,  is  hereby  repealed. 

Sec.  4.  This  act  shall  take  effect  and  be  in  force  from  and  after  its 
passage  and  publication. 

CHARLES  K.  ERWIN, 
President  pro  tern,  of  the  Senate. 

T.  B.  MILLS, 

Speaker  of  the  Assembly. 

Approved  April  6,  1887.  J.  M.  RUSK, 

Governor. 


EXTRACTS  FROM  THE  BY-LAWS. 

Sec.  1.  Meetings  of  Trustees. — Stated  meetings  of  the  trustees  shall  be  held 
at  the  general  office  of  the  company,  in  the  city  of  Milwaukee,  on  the  last 
Wednesday  in  the  month  of  January,  and  the  third  Wednesday  in  the  months 
of  April,  July  and  October,  and  on  the  Tuesday  next  preceding  the  third  Wed- 
nesday in  July  in  each  year;  which  meetings  shall  be  held  at  2:30  o’clock  p.  m., 
except  that  the  meeting  on  the  third  Wednesday  in  July  shall  be  held  at  4 
o’clock  p.  m.,  and  a report  shall  be  made  to  them,  by  the  president,  of  the 
business  of  the  company  during  the  previous  quarter — stating  particularly  the 


232 


CHARTERS  OF  LIFE  INSURANCE  COMPANIES. 


contracts  that  have  been  made,  the  sums  of  money  that  have  been  received, 
and  on  what  account,  and  the  manner  in  which  the  same  have  been  invested  or 
paid,  and  the  amount  remaining  on  hand;  and  a general  balance  sheet  shall  be 
submitted,  exhibiting  a full  statement  of  the  funds,  investments,  payments  and 
all  claims  for  losses.  Similar  reports  shall  be  prepared  monthly,  which  shall 
be  open  to  the  inspection  of  any  member  of  the  board. 

Sec.  2.  Annual  Meeting. — The  meeting  on  the  third  Wednesday  in  July 
shall  be  the  annual  meeting  for  the  election  of  the  officers,  and  the  appointment  of 
the  standing  committees  hereinafter  designated,  and  for  the  transaction  of  such 
other  business  as  pertains  to  annual  meetings  of  the  board.  If  for  any  cause 
the  annual  meeting  of  the  trustees  shall  not  be  held  at  the  time  appointed,  or 
being  held,  there  shall  be  a failure  to  elect  officers  and  appoint  standing  com- 
mittees, such  officers  and  committees  may  be  elected  and  appointed  at  the  next 
subsequent  quarterly  meeting,  or  at  a meeting  specially  called  for  that  purpose, 
of  which  notice  shall  be  given  as  provided  in  section  3 of  these  by-laws. 

Sec.  3.  Special  Meetings. — The  president  may  call  a special  meeting  of  the 
trustees,  in  his  discretion,  and  he  shall  call  a special  meeting  whenever  three 
of  the  trustees  shall  request  him  in  writing  to  do  so.  All  special  meetings  shall 
be  called  by  a written  or  printed  notice  to  each  trustee,  delivered  to  such 
trustee  in  person  or  deposited  in  the  postoffice  at  Milwaukee,  directed  to  the 
person  for  whom  intended,  not  less  than  five  days  previous  to  the  day  of  meet- 
ing. 

Sec.  4.  Quorum. — Nine  trustees  shall  constitute  a quorum  for  the  transac- 
tion of  business. 

Sec.  5.  Vacancies. — Vacancies  in  the  board  of  trustees  may  be  filled  by  the 
board  at  the  next  or  subsequent  meeting  thereof  after  such  vacancy  shall  occur. 
Notice  of  an  election  shall  be  inserted  in  the  call  issued  to  the  trustees  for  the 
meeting. 

Sec.  6.  Officers. — The  officers  of  the  company  shall  consist  of  a president, 
vice-president,  second  vice-president,  third  vice-president,  secretary,  assistant 
secretary,  second  assistant  secretary,  actuary,  associate  actuary,  assistant  actuary, 
medical  director,  assistant  medical  director,  auditor,  counsel,  assistant  counsel, 
superintendent  of  agencies  and  assistant  superintendent  of  agencies. 

Standing  Committees. — The  standing  committees  of  the  company  to  be 
chosen  by  the  board  of  trustees  shall  be; 

Executive  Committee. — 1.  An  executive  committee,  consisting  of  ten  trus- 
tees, two  of  whom  shall  be  the  president  and  vice-president.  Six  members  of 
the  committee  shall  constitute  a quorum. 

Finance  Committee. — 2.  A finance  committee,  consisting  of  seven  trustees, 
two  of  whom  shall  be  the  president  and  vice-president.  Four  members  of  said 
committee  shall  constitute  a quorum. 

Examining  Committee. — 3.  An  examining  committee,  consisting  of  three 
trustees,  one  of  whom  shall  be  elected  each  year  for  a term  of  three  years. 

Terms  of  Office  of  Officers  and  Standing  Committees. — The  officers  and  the 
executive  and  finance  committees  herein  designated  shall  hold  their  offices 
until  the  next  annual  meeting  of  the  board  after  their  appointment,  and  until 
their  successors  shall  have  been  appointed. 

Sec.  10.  Funds  Disbursed  by  Check. — The  funds  of  the  company  shall  be 
disbursed  only  upon  the  check  of  the  president,  or  other  officer  authorized  by 
the  by-laws  to  sign  checks,  countersigned  by  the  secretary,  or  the  assistant  sec- 


NORTHWESTERN  MUTUAL  LIFE. 


233 


retary,  or  the  second  assistant  secretary.  The  president,  vice-president,  second 
vice-president  and  third  vice-president  shall  have  authority  to  sign  and  indorse 
checks  and  to  execute  and  acknowledge  on  behalf  of  the  company,  convey- 
ances, contracts,  releases,  assignments,  receipts  and  all  other  papers  and  in- 
struments relating  to  the  business  of  the  company. 

Sec.  19.  Powers  of  Executive  Committee. — The  executive  committee  shall 
possess  all  the  power  and  authority,  when  the  board  of  trustees  is  not'  in  session, 
which  the  board  of  trustees  does  or  can  possess  when  in  session  by  virtue  of  the 
act  of  incorporation  or  any  other  act  affecting  the  powers  and  authority  of  the 
corporation  or  its  trustees,  or  by  virtue  of  these  by-laws  or  any  law  of  this 
State,  and  shall  have  authority  in  its  discretion  to  limit  the  amount  to  be  insured 
on  any  one  life.  The  committee  shall  keep  a record  of  all  its  transactions,  which 
shall  be  read  at  each  quarterly  meeting  of  the  board  of  trustees,  and  the  board 
of  trustees,  at  such  quarterly  meeting,  shall  have  the  same  power  to  disapprove, 
rescind  and  annul  any  act  or  transaction  of  the  executive  committee,  that  they 
would  have  to  disapprove,  rescind  or  annul  any  previous  act  or  transaction  of 
the  board  of  trustees ; and  all  the  acts  and  transactions  of  the  executive  com- 
mittee not  disapproved,  rescinded  or  annulled  shall  be  held  and  taken  to  be 
approved  and  confirmed  by  the  board  of  trustees. 

Sec.  20.  Powers  of  Finance  Committee. — The  finance  committee  shall  have  the 
charge  of  investing  and  managing  the  company’s  assets.  It  shall  direct  what 
loans  may  be  made,  fix  the  terms  and  conditions  thereof,  determine  all  applica- 
tions for  the  extension  of  the  time  of  payment  or  other  modification  of  the  terms 
of  conditions  of  outstanding  loans ; shall  have  power  to  declare  the  principal 
of  notes,  bonds,  mortgages,  security  and  trust  deeds  wholly  due  and  payable  for 
default  in  the  payment  of  any  installment  of  principal  or  interest  thereof,  or  for 
breach  of  any  covenant  or  condition  therein  contained,  in  accordance  with  the 
provisions  thereof;  and  shall  also  have  power  to  authorize  the  sale  and  assign- 
ment of  certificates  of  foreclosure  sales  held  by  the  company.  The  committee 
may  order  the  purchase,  sale,  exchange  or  other  transfer  of  bonds  or  other 
securities  in  which  the  company  is  authorized  by  law  to  invest  its  funds,  as  it 
may  from  time  to  time  deem  expedient,  and  may  do  all  such  acts  and  things  as  it 
may  consider  necessary  or  proper  in  the  investment  and  management  of  the 
company’s  assets. 

The  finance  committee  may  appoint,  annually,  a committee  to  be  known  as  the 
bond  committee,  which  committee  shall  consist  of  the  president  and  vice-presi- 
dent and  such  other  officer,  or  member  of  the  board  of  trustees,  as  the  finance 
committee  shall  determine,  and  such  sub-committee  shall  have  power  to  order 
and  contract  for  the  purchase  or  sale  or  exchange  by  the  company  of  all  such 
United  States,  State,  county,  city,  town,  school  district,  railroad  or  other  bonds, 
as  it  is  or  may  be  authorized  by  law  to  purchase,  subject  to  such  directions  as 
may  be  given  in  relation  thereto  by  the  finance  committee  from  time  to  time. 

And  the  finance  committee  may  either  itself  fix  prices  and  rentals  and  authorize 
the  sale  and  conveyance  and  renting  of  such  real  estate  as  may  be  owned  by  the 
company,  not  requisite  for  its  accommodation  in  the  convenient  transaction  of 
its  business,  and  direct  the  repairs  upon  the  company’s  real  estate  whenever 
repairs  may  be  deemed  necessary,  or  may  appoint  a sub-committee,  to  be  known 
as  the  real  estate  committee,  with  like  powers,  which  real  estate  committee  shall 
consist  of  at  least  three  (3)  members,  two  of  whom  shall  be  members  of  the 
finance  committee,  and  one  of  whom  shall  be  the  auditor  and  shall  be  appointed 
annually  so  long  as  the  finance  committee  shall  deem  it  advisable. 


234 


CHARTERS  OF  LIFE  INSURANCE  COMPANIES. 


The  finance  committee  shall  keep  a record  of  all  its  transactions,  which  shall 
be  read  at  each  quarterly  meeting  of  the  board  of  trustees,  unless  otherwise 
ordered,  and  the  board  of  trustees  at  such  quarterly  meeting  shall  have  the  same 
power  to  disapprove,  rescind  or  annul  any  act  or  transaction  of  the  finance  com- 
mittee that  they  would  have  to  disapprove,  rescind  or  annul  any  previous  act  or 
transaction  of  the  board  of  trustees,  and  all  acts  and  transactions  of  the  finance 
committee  not  disapproved,  rescinded  or  annulled  shall  be  held  and  taken  to  be 
approved  and  confirmed  by  the  board  of  trustees. 

Sec.  21.  Fiscal  Year;  Examining  Committee. — The  fiscal  year  of  the  company 
shall  correspond  with  the  calendar  year.  The  examining  committee  shall,  pre- 
vious to  the  January  meeting  in  each  year,  make  an  examination  for  the  preced- 
ing year,  of  the  company’s  affairs  and  assets,  and  report  to  the  board  at  its 
meeting  in  January  the  results  of  such  examination;  which  report  shall  cover 
the  business  of  the  company  for  the  preceding  fiscal  year,  exhibiting  in  detail  the 
amount  and  condition  of  the  assets  and  securities  of  the  company  at  the  close 
thereof.  The  books  and  accounts  of  the  company  shall  be  examined  as  often  as 
once  in  each  quarter  by  one  or  more  expert  accountants  to  be  designated  by  the 
executive  committee,  who  shall  examine  and  verify  with  exactness  all  entries  and 
accounts  of  receipts,  disbursements  and  expenditures  for  the  preceding  quarter, 
and  on  completion  of  their  examination  shall  make  report  thereof  to  the 
committee. 

Sec.  22.  There  shall  be  a committee  on  insurance  and  agencies,  consisting  of 
the  president,  vice-president,  second  vice-president,  secretary,  actuary  and  super- 
intendent of  agencies,  four  of  whom  shall  constitute  a quorum,  and  such  com- 
mittee shall  have  authority  to  consider  and  approve  or  reject  applications  for 
insurance  and  claims  of  every  nature  arising  under  or  relating  to  insurance 
policies,  presented  to  it  for  consideration,  and  shall  also  have  power  to  act  upon 
and  determine  questions  pertaining  to  the  insurance  branch  of  the  company’s 
business  submitted  by  any  department.  Such  committee  shall  also  advise  and 
confer  with  the  superintendent  of  agencies  in  regard  to  the  management  of  the 
business  in  his  charge,  and  the  employment  of  agents  and  the  fixing  of  their 
compensation. 

The  superintendent  of  agencies  shall  have  general  charge  and  supervision  of 
the  insurance  agencies  of  the  company  and  may  make  commission  and  broker- 
age contracts  with  agents  within  such  limits  as  to  territory,  terms  or  compensa- 
tion as  the  committee  may  prescribe,  without  submitting  them  to  the  committee 
for  approval,  but  no  salary  or  guarantee  contract  or  any  contract  providing  for 
an  advance  to  the  agent,  to  be  repaid  out  of  his  commissions  on  first  or  renewal 
premiums,  shall  be  made  with  any  insurance  agent  unless  the  same  shall  be  sub- 
mitted to  and  approved  by  said  committee.  * * * * 

Sec.  23.  Bonds  of  Officers. — The  president,  vice-president,  second  vice-presi- 
dent and  third  vice-president,  and  the  secretary,  assistant  secretary,  and  second 
assistant  secretary  shall  each  give  a bond  or  bonds  for  the  faithful  performance 
of  their  respective  duties,  and  to  account  for  and  pay  over  all  funds  which  may 
come  to  their  hands  respectively,  as  such  officers,  in  such  sums  and  with  such 
sureties  as  shall  be  prescribed  and  approved  by  the  board.  Every  bond  so  taken 
shall  be  so  drawn  as  to  remain  in  force  until  another  bond  or  bonds  shall  be 
substituted  and  approved  by  the  board,  and  such  bond  or  bonds,  after  each 
annual  election,  shall  be  submitted  to  the  board. 

Sec.  24.  Reports  of  Committees. — Every  report  of  a committee  shall  be  in 


NORTHWESTERN  MUTUAL  LIFE. 


writing  and  signed  by  all  the  members  of  the  committee  assenting  thereto,  and 
all  reports  shall  be  recorded  by  the  secretary. 

Sec.  25.  No  Loans  on  Unimproved  Country  Real  Estate. — Investments  of  the 
company’s  funds  may  be  made  in  the  form  of  notes  as  well  as  bonds,  secured  by 
mortgage  or  security  or  trust  deeds  of  unincumbered  real  estate,  and  no  loans 
shall  be  made  by  the  company  on  security  of  agricultural  lands,  except  on  im- 
proved farms,  and  then  not  beyond  half  the  value  of  the  property  offered  as 
security,  exclusive  of  the  buildings. 

Sec.  26.  Time  Interest  or  Matured  Principal. — No  interest,  or  matured  prin- 
cipal, shall  be  allowed  to  remain  due  longer  than  six  months,  on  any  note  or 
bond  and  mortgage  to  the  company,  without  a foreclosure  or  suit  being  directed 
by  the  president,  unless  the  finance  committee  authorize  a longer  delay. 

Sec.  27.  Valid  Payment  of  Bonds  Secured  by  Mortgage. — No  payment  of  the 
principal  of  notes  or  bonds  secured  by  mortgage  on,  or  security  or  trust  deed  of, 
real  estate  shall  be  deemed  valid,  except  upon  the  joint  receipt  of  the  president 
and  secretary,  or  other  officers  authorized  by  the  by-laws  to  sign  receipts,  and  this 
shall  be  incorporated  in  the  note  or  bond  as  part  of  the  contract. 

Sec.  28.  Titles  Examined  and  Approved  by  Counsel. — Before  any  loan  is 
made  the  title  of  the  property  proposed  to  be  mortgaged  shall  be  examined  and 
approved  by  the  counsel,  and  the  mortgage,  trust  deed  or  security  deed,  and 
accompanying  note  or  bond  shall  be  duly  executed  under  the  supervision  of 
counsel  or  of  such  authorized  agent  of  the  company  as  the  president  shall  ap- 
prove. And  before  or  at  the  time  any  money  is  paid  to  the  applicant  on  account 
of  the  loan,  the  mortgage,  trust  deed,  or  security  deed,  shall  be  duly  filed  for 
record  in  the  proper  office,  the  abstract  of  title  showing  all  conveyances  affecting 
the  premises,  together  with  original  searches  for  judgment,  mortgage  and  other 
liens  annexed,  and  also  liens  for  taxes  and  assessments,  and  exhibiting  a clear, 
perfect  and  unincumbered  title  in  fee  in  the  applicant,  shall  be  continued  to  the 
time  of  such  payment.  The  requisite  policies  of  fire  insurance  shall  also  be 
furnished,  and  such  other  things  shall  be  done  and  steps  taken  under  the  direc- 
tion of  the  president  as  in  his  judgment  may  be  deemed  necessary  to  make 
perfect  the  company’s  security  and  protect  its  interests.  Payment  may  be  made 
and  the  loan  closed  through  the  company’s  accredited  agent  appointed  for  the 
purpose,  but  in  such  manner  as  the  president  shall  direct. 

Sec.  29.  Inspectors  of  Annual  Election. — The  board  of  trustees  shall,  at  their 
last  stated  meeting  previous  to  the  annual  election,  appoint  three  of  the  mem- 
bers of  said  corporation  who  are  not  trustees  as  inspectors  of  said  election,  and 
they  may  authorize  the  president  to  appoint  substitutes  in  case  one  or  more  of 
said  inspectors  declines  or  fails  to  attend. 

In  case  said  meeting  shall  fail  to  take  place,  the  president  may  call  a special 
meeting  for  the  purpose  aforesaid,  of  which  special  notice  shall  be  given. 

Sec.  30.  No  Commissions  for  Procuring  Loans. — No  commissions,  direct  or 
indirect,  shall  be  received  by  any  officer,  agent  or  employee  of  this  company  for 
procuring  or  facilitating  loans  from  the  company. 

Sec.  31.  Alteration  of  By-Laws. — The  by-laws  may  be  altered  at  any  special 
meeting  called  for  that  purpose. 

Sec.  32.  Previous  By-Laws  Repealed. — The  by-laws  of  this  company  hereto- 
fore adopted  are  hereby  repealed. 


23  6 


CHARTERS  OF  LIFE  INSURANCE  COMPANIES. 


THE  PACIFIC  MUTUAL  INSURANCE  COMPANY  OF 
CALIFORNIA. 


[Certificate  of  Incorporation.] — Know  all  men  by  these  presents, 
that  we,  the  undersigned,  do  certify  that  we  have  associated  ourselves 
for  the  purpose  of  forming  a company  under  and  by  virtue  of  the  pro- 
visions of  an  act  of  the  Legislature  of  the  State  of  California,  entitled 
“An  act  to  provide  for  the  incorporation  of  mutual  insurance  com- 
panies, for  the  insurance  of  lives  or  health  of  individuals,  or  against 
accidents  to  them,”  approved  April  2,  A.  D.  1866.  and  any  act  sup- 
plementary thereto  or  amendatory  thereof. 

That,  in  conformity  with  the  requirements  of  said  act,  we  hereby 
further  certify  that  the  corporate  name  of  said  company  is  and  shall 
be  “The  Pacific  Mutual  Life  Insurance  Company  of  California.” 

[Capital  Stock.] — That  the  amount  of  its  capital  stock  shall  be 
$100,000.  That  the  number  of  shares  of  which  said  capital  stock  shall 
consist  shall  be  one  thousand,  of  $100  each. 

[Term  of  Charter.] — That  the  term  of  its  existence  shall  be  seventy- 
five  years,  from  and  after  the  date  of  the  filing  of  this  certificate  in  the 
office  of  the  county  clerk  of  Sacramento  county. 

[Number  of  Directors.] — That  the  number  of  directors  who  shall 
manage  the  concerns  of  the  company  for  the  first  year  shall  be  fifteen, 
and  their  names  are:  Leland  Stanford,  James  Carolan,  H.  H.  Hartley, 
B.  F.  Hastings,  Leonard  Goss,  G.  R.  Moore,  Samuel  Lavenson,  New- 
ton Booth,  P.  H.  Russell,  D.  W.  Earl,  H.  F.  Hastings,  E.  B.  Kenyon. 
J.  H.  Carroll,  Robert  Hamilton,  Conrad  Weil. 

[Location  of  Company.] — That  the  office  of  the  company  shall  be 
located  in  the  city  of  Sacramento,  county  of  Sacramento,  and  State  of 
California. 

[Character  of  Busness.] — That  the  object  for  which  this  company 
is  formed  and  organized  is  to  make  insurance  upon  any  and  all  of  the 
risks,  and  to  do  any  and  all  of  the  business,  mentioned  and  provided 
for  in  the  act  hereinbefore  named. 

[Names  of  Incorporators.] — In  witness  whereof,  we  have  hereunto 
set  our  hands  and  seals,  at  the  city  of  Sacramento,  the  twenty-eighth 
day  of  December.  1867.  Leland  Stanford,  president  Central  Pacific 
Railroad  Company,  Sacramento ; James  Anthony,  proprietor  Sacra- 
mento “Union” ; Paul  Morrill,  proprietor  Sacramento  “Union” ; Mark 


PACIFIC  MUTUAL  LIF£. 


237 


Hopkins,  of  Huntington,  Hopkins  & Co.,  Sacramento ; H.  H.  Hartley, 
attorney-at-law,  Sacramento;  B.  F.  Hastings,  banker,  San  Francisco; 
Thos.  Findley,  banker,  Grass  Valley;  G.  R.  Moore,  attorney-at-law, 
Sacramento;  James  Carolan,  merchant,  Sacramento;  Robert  Hamilton, 
of  Baker  & Hamilton ; P.  H.  Russell,  merchant ; H.  F.  Hastings, 
banker;  L.  Goss,  of  Goss  & Lambard,  Sacramento  Iron  Works;  Theo. 
Millikin,  merchant,  Sacramento;  J.  M.  Frey,  M.  D.,  Sacramento;  G. 

C.  Hall,  merchant,  Sacramento;  S.  Lavenson,  merchant,  Sacramento; 
G.  W.  Locke,  merchant,  Sacramento ; L.  Elkus,  merchant,  Sacramento ; 

D.  Hollister,  farmer,  Sacramento ; S.  D.  Smith,  contractor,  Sacra- 
mento ; H.  C.  Kirk,  druggist,  Sacramento ; D.  W.  Earl,  merchant,  Sac- 
ramento ; J.  H.  Carroll,  merchant,  Sacramento ; Newton  Booth,  of 
Booth  & Co.,  merchant,  Sacramento ; C.  T.  Wheeler,  of  Booth  & Co., 
merchant,  Sacramento;  John  Conley,  banker,  Laporte,  Cierra  county, 
Cal.;  C.  Weil,  merchant,  Sacramento;  C.  Crocker,  superintendent, 
Central  Pacific  Railroad  Company ; E.  B.  Kenyon,  capitalist,  Sacra- 
mento; J.  McClatchy,  editor,  The  Sacramento  Bee.  Filed  January,  2 
1868. 


By  JOHN  H.  PARNELL, 

Deputy  Clerk. 


E.  D.  SHIRLAND, 
Clerk. 


Preamble  and  Resolution. 

Adopted  at  a regular  meeting  of  the  board  of  directors  of  The  Pacific 
Mutual  Life  Insurance  Company  of  California,  held  in  Sacra- 
mento, September  12,  1881. 

[Removal  to  San  Francisco.] — Whereas,  the  holders  of  more  than 
two-thirds  of  all  the  capital  stock  in  this  corporation  have  given  and 
filed  in  the  office  thereof  their  consent  in  writing  to  the  removal  or 
change  of  the  principal  place  of  business  of  the  corporation  from  the 
city  and  county  of  Sacramento  to  the  city  and  county  of  San  Fran- 
cisco, in  this  State;  and,  whereas,  in  the  judgment  of  this  board,  it 
will  be  for  the  best  interest  of  the  corporation  to  make  such  change, 
now,  therefore, 

Resolved,  That  the  principal  place  of  business  of  this  corporation, 
to  wit ; The  Pacific  Mutual  Life  Insurance  Company  of  California,  be 
changed  from  the  city  of  Sacramento,  in  the  county  of  Sacramento,  to 
the  city  and  county  of  San  Francisco;  that  such  change  take  place  on 
Saturday,  the  eighth  of  October,  1881,  and  that  the  president  and 
secretary  be,  and  are,  hereby  instructed  to  cause  notice  of  such  intended 
change  to  be  published  in  The  Sacramento  Daily  Record— Union  for 
three  successive  weeks  next  preceding  said  eighth  dav  of  October,  i88r. 


CHARTERS  OF  LIFE  INSURANCE  COMPANIES. 


238 


EXTRACTS  FROM  THE  BY-LAWS. 

Sec.  1.  The  chief  office  and  principal  place  of  business  of  the  company  shall 
be  the  city  and  county  of  San  Francisco. 

Sec.  2.  The  fiscal  year  shall  commence  the  first  of  January  and  end  the 
thirty-first  of  December. 

Sec.  3.  The  annual  meeting  of  the  stockholders  of  the  company  shall  be 
held  at  the  principal  office  of  the  company  on  the  first  Tuesday  after  the  second 
Monday  in  February,  of  which  notice  shall  be  given  by  publication,  once  a week 
for  four  weeks,  in  a newspaper  printed  and  published  in  the  city  and  county  of 
San  Francisco. 

Sec.  4.  The  board  of  directors  shall  consist  of  fifteen  (15)  members,  one-third 
of  which  number  shall  be  elected  each  year  and  for  the  term  of  three  years,  or 
until  their  successors  are  elected  and  qualified.  The  annual  election  of  directors 
of  the  company  shall  be  held  at  the  annual  meeting  of  stockholders,  and  shall  be 
by  ballot.  The  whole  number  of  directors  to  be  selected  shall  be  voted  for  in 
one  ballot,  and  the  persons  who  shall  have  the  greatest  number  of  votes,  the 
same  being  a majority  of  all  votes  cast,  shall  be  the  directors  elected.  If  it  should 
so  happen  that  at  any  election  the  whole  number  of  directors  voted  shall  not  be 
elected  because  of  two  or  more  persons  receiving  an  equal  number  of  votes,  or 
from  any  other  cause,  then  the  said  stockholders  of  the  company  shall  proceed 
to  another  ballot  for  such  number  of  persons  as  shall  be  required  to  complete  the 
whole  number  of  directors  to  be  elected,  and  shall  continue  to  ballot  from  day  to 
day  until  such  number  be  elected.  A ballot  cast  for  a person  wdio  is  not  eligible 
to  be  a director  shall  be  considered  a blank  as  to  that  name. 

Sec.  5.  The  board  of  directors  shall  meet,  if  a quorum  be  present,  immedi- 
ately after  the  adjournment  of  the  annual  meeting  of  the  stockholders  of  the 
corporation,  for  the  purpose  of  organization,  the  election  of  officers,  and  appoint- 
ment of  an  executive  committee  for  the  ensuing  year,  and  for  such  other  busi- 
ness as  may  then  come  before  the  board. 

Sec.  6.  Each  director  shall  be  a citizen  of  this  State,  and  the  owner  of  not 
less  than  ten  shares  of  stock.  If  any  director  shall  remove  from  the  State,  or 
hold  less  than  ten  shares  of  stock,  his  office  shall  thereupon  become  vacant.  A 
vacancy  in  the  board  of  directors  shall  be  filled  by  the  remaining  directors.  A 
director  so  elected  to  fill  a vacancy  shall  serve  until  the  next  annual  election,  at 
which  election  a director  shall  be  elected  for  the  unexpired  term.  All  vacancies 
in  the  other  offices  of  the  company  shall  be  filled  by  the  board  of  directors  for  the 
unexpired  terms. 

Sec.  7.  The  directors  may  prescribe  the  manner  of  holding  elections,  sub- 
ject to  the  by-laws  and  the  law  of  the  State,  and  shall  make  provision  for 
voting  by  proxy,  and  the  preparation  of  an  alphabetical  list  of  voters,  and  the 
number  of  votes  each  is  entitled  to.  No  proxy  shall  be  voted  except  by  a 
stockholder,  and  all  proxies  must  be  filed  with  the  secretary  at  least  twenty- 
four  hours  previous  to  any  meeting  at  which  the  same  are  to  be  voted.  No 
transfer  of  stock  shall  be  entered  upon  the  books  of  the  company  during  or 
within  twenty-four  hours  previous  to  any  meeting  of  stockholders. 

Sec.  8.  At  a meeting  of  the  board  of  directors,  held  immediately  after  the 
annual  meeting  of  the  stockholders,  the  directors  shall  elect  from  their  number 
a president,  a vice-president  and  a second  vice-president;  also  five  members, 
who,  together  with  the  president,  shall  constitute  the  executive  committee. 
They  shall  also  elect  a medical  director,  who  may,  but  need  not,  be  a member 
of  the  board ; an  assistant  medical  director,  secretary,  and  assistant  secretary. 


PACIFIC  MUTUAL  LIFE. 


239 


who  shall  not  be  members  of  the  board  and  such  other  additional  officers  as 
from  time  to  time  they  may  deem  necessary  or  desirable.  The  officers  so  elected 
shall  take  office  immediately,  and  hold  office  until  their  successors  are  elected  and 
qualified.  In  all  elections  by  the  board  of  directors,  a majority  of  the  votes  cast 
shall  elect.  The  salaries  of  all  officers  of  the  company  shall  be  fixed  by  the  board 
of  directors. 

At  the  regular  meeting  of  the  board  of  directors  in  March  of  each  and  every 
year,  there  shall  be  appointed  a special  auditing  committee,  consisting  of  three 
members  of  the  board,  whose  duty  it  shall  be  to  examine  into  the  business  and 
condition  of  the  company,  and  verify  its  last  official  annual  statement ; such  com- 
mittee shall  report  in  writing  to  the  board  of  directors  at  their  regular  meeting 
in  April  following. 

Sec.  9.  The  board  of  directors,  by  a vote  of  two-thirds  present  at  any  regular 
meeting,  may  remove  any  of  the  officers  provided  for  in  the  by-laws;  provided, 
however,  the  motion  for  such  removal  can  only  be  made  at  a regular  meeting, 
and  final  action  shall  not  be  taken  thereon  until  the  regular  meeting  following; 
or  may  suspend  any  such  officer  immediately  pending  final  action. 

Sec.  10.  The  board  of  directors  shall  meet  on  the  second  Monday  in  each 
month,  and  at  such  other  times  as  they  may  adjourn  to,  or  at  the  call  of  the 
president  or  a majority  of  the  executive  committee,  upon  one  day’s  notice  by 
mail  or  personal  service  and  a recital  in  the  minutes  of  such  notice  by  mail 
or  personal  service,  shall  be  conclusive  that  the  same  was  given.  At  any  meet- 
ing of  the  board  seven  directors  shall  constitute  a quorum  to  transact  business. 
Whenever  the  regular  monthly  meeting  of  the  board  falls  on  a legal  holiday, 
such  meeting  shall  be  held  at  the  same  hour  on  the  following  day.  If  at  any 
regular  meeting  less  than  a quorum  is  present,  the  number  present  thereat  may 
adjourn  such  meeting  to  any  time  or  from  time  to  time  not  beyond  the  next 
regular  monthly  meeting. 

Sec.  11.  All  meetings  of  the  board  of  directors  and  of  the  executive  com- 
mittee shall  be  held  at  the  office  of  the  company. 

Sec.  13.  The  president  shall  have  the  general  direction  and  superintendence 
of  the  affairs  of  the  company  and  the  custody  of  the  corporate  seal,  and  said 
seal  shall  not,  without  his  consent,  be  placed  on  any  instrument,  unless,  after 
he  refuse  to  attach  it,  it  is  ordered  to  be  attached  by  a vote  of  two-thirds  of  all 
the  members  of  the  board  of  directors  present  at  any  meeting.  The  president 
shall  be  executive  head  of  the  corporation,  and  ex-officio  chairman  of  all  stand- 
ing committees.  He  shall  preside  at  all  meetings  of  the  company,  and  of  the 
board  of  directors.  He  shall  sign  all  checks,  warrants,  or  orders  for  money, 
and  all  certificates  of  stock,  policies  of  insurance,  annuities,  endowments,  deeds, 
bonds,  mortgages,  or  other  instruments  calling  for  money,  or  transferring  or 
incumbering  property,  or  creating  any  obligation  or  liability,  present  or  future, 
positive  or  contingent,  on  the  part  of  the  company,  excepting  only  receipts  for 
premiums  of  insurance,  which  shall  be  signed  by  either  the  president,  a vice- 
president,  secretary  or  assistant  secretary,  and  countersigned  by  the  agent  col- 
lecting the  same.  Subject  to  the  approval  of  the  executive  committee,  the  presi- 
dent shall  appoint  and  fix  the  salaries  of  all  clerks  and  other  employees  not  ap- 
pointed by  the  board  of  directors,  and  may  dismiss  such  clerks  and  employees : 
he  shall  also  vote  the  stock  of  any  other  corporation,  the  ownership  of  which  stock 
is  in  this  company;  or  in  conjunction  with  the  secretary  may  execute  a proxy  for 
the  voting  of  such  stock. 

Sec.  17.  The  executive  committee  shall,  within  the  limitation  of  and  sub- 


240 


CHARTERS  OF  LIFE  INSURANCE  COMPANIES. 


ject  to  the  laws  of  the  State  and  by-laws  of  the  company,  and  the  rules,  orders, 
contracts  and  resolutions  and  approval  of  the  board  of  directors,  have  control  of 
the  moneys  and  other  property  of  the  company,  of  the  investment  of  its  funds 
and  all  purchases  and  loans  and  the  assumption  of  risks  of  insurance  to 
be  made  or  taken  by  the  company.  It  shall  make  rules  and  regulations 
for  its  own  government  consistent  with  the  by-laws,  and  subject  to  the 
revision  and  approval  of  the  board  of  directors.  It  shall  be  the  duty  of  the 
committee  to  procure  a suitable  office  for  the  company,  and  such  stationery, 
books,  forms  and  blanks  as  the  business  of  the  company  may  require;  to  hold 
regular  meetings  once  a wTeek  at  the  office  of  the  company,  and  special  meetings 
at  the  call  of  the  president,  a vice-president,  or  three  members  thereof.  Three 
members  of  the  committee  shall  constitute  a quorum  to  transact  business,  but 
the  committee  shall  make  no  loan,  purchase  or  investment,  without  three 
affirmative  votes.  The  committee  shall  keep  minutes  of  all  proceedings  and 
report  the  same  to  the  board  of  directors  at  the  regular  meetings  of  the  board. 
The  minutes,  and  all  the  books  and  papers  of  the  committee,  shall,  during 
business  hours,  be  subject  to  the  examination  of  any  member  or  committee  of 
the  board  of  directors,  or  any  expert  appointed  by  said  board.  The  commit- 
tee shall  have  power  to  make  contracts,  and  all  contracts  made  with  general. 
State  and  district  agents  and  branch  office  managers  must  be  made  subject  to 
their  approval ; and  no  loan  or  advance  shall  be  made  to  any  such  agent  or  man- 
ager without  the  approval  of  the  committee.  They  shall  authorize  the  release  of 
mortgages  or  reconveyance  of  property  held  under  trust  deeds  as  security  for 
loans,  upon  final  payment  of  the  moneys  secured  by  such  mortgage  or  trust  deed ; 
and  in  their  discretion,  and  by  unanimous  vote  of  all  members  present,  to  borrow 
money,  not  exceeding  in  amount  one  hundred  thousand  dollars,  for  temporary 
uses;  employ  counsel,  employ  and  discharge  servants,  within  the  scope,  of  the 
powers  herein  delegated.  In  case  of  a vacancy  in  the  offices,  or  of  the  absence 
or  inability  to  serve  of  both  president  and  vice-presidents  or  both  secretary  and 
assistant  secretaries,  or  of  medical  director  and  assistant  medical  director,  oc- 
curring during  the  interim  between  the  regular  meetings  of  the  board  of  directors, 
the  executive  committee  shall  have  power  to  fill  any  such  office  by  an  appoint- 
ment pro  tempore  until  the  next  regular  meeting  of  the  board  of  directors,  and  the 
officer  so  appointed  shall  have  power  while  so  acting  to  perform  all  the  cavities  of 
the  officer  in  whose  stead  he  was  appointed  and  is  temporarily  acting,  and  during 
such  appointment  shall  sign  his  name  as  such  officer  pro  tempore. 

Sec.  18.  Loans. — All  applications  for  loans  must  be  made  upon  the  com- 
pany’s blank  form,  setting  forth  the  amount  desired,  the  time,  character,  and 
value  of  security,  and  other  particulars.  Applications  shall  be  considered  by 
the  executive  committee  in  the  order  of  their  filing  with  the  secretary;  and  as 
approved,  the  executive  committee  shall  order  the  president  and  secretary  to 
sign  checks  to  the  order  of  the  person  desiring  the  loan,  for  the  amount  of  the 
same. 

Sec.  19.  When  loans  on  real  estate  are  authorized  by  the  executive  com- 
mittee. the  application  for  the  loan,  together  wfith  title  to  the  property  offered 
as  security,  shall  be  considered  by  the  attorney,  who  shall  report  thereon  in 
writing,  noting  peculiarities  in  the  title  or  description  of  the  property,  and  no 
loan  shall  be  made  unless  favorably  reported  upon  by  the  attorney,  except  as 
hereinafter  otherwise  provided. 

Sec.  20.  Before  any  money  is  paid  out  for  authorized  loans,  the  following 
securities  and  documents  must  he  lodged  with  the  secretary,  or  an  authorized 


PACIFIC  MUTUAL  LIFE. 


241 


agent  of  the  company,  duly  certified  by  the  attorney  to  be  valid  and  correct,  viz. : 

1.  The.  note  and  mortgage  or  deed  of  trust  duly  recorded,  or  a certificate  of  the 
proper  recording  officer  that  the  same  has  been  duly  recorded  or  left  for  record. 
It  shall  be  the  duty  of  the  attorney  who  approves  the  mortgage  to  see  that  it  is 
properly  executed  and  recorded. 

2.  The  abstracts  of  title,  containing  examinations  continued  to  the  time  of 
making  the  loan,  or  the  recording  of  the  mortgage.  There  shall  be  attached  to 
the  abstract  such  original  searches,  including  assessor’s  valuation,  as  may  De 
deemed  necessary;  searches  made  only  to  the  date  of  the  loan  shall  be  subse- 
quently continued  to  the  recording  of  the  mortgage. 

3.  Satisfactory  policies  of  fire  insurance,  when  required,  shall  be  furnished  by 
the  mortgagor. 

4.  When  there  are  prior  incumbrances  to  be  paid  out  of  any  loan  this  company 
may  make  on  property,  said  incumbrances  shall  be  first  removed  by  the  party  to 
whom  the  loan  is  to  be  made ; or  this  company  may,  on  the  written  request  of 
said  party,  pay  the  amount  of  said  incumbrance  directly  to  the  party  holding  it, 
or  his  attorney  in  fact. 

5.  Payments  on  mortgages  shall  be  confined  strictly  to  the  amounts  approved 
on  the  books  of  the  executive  committee. 

6.  When  loans  are  made  on  assignment  of  a note  and  mortgage,  the  foregoing 
provisions  shall  apply  as  far  as  may  be  practicable. 

7.  The  executive  committee  may,  in  their  discretion,  waive  the  requirements  in 
respect  to  abstracts  of  title,  and  accept  insurance  of  titles  to  real  estate,  offered 
as  security  for  loans,  under  indemnity  contracts  when  issued  by  responsible  title 
insurance  corporations. 

Sec.  21.  It  shall  be  the  duty  of  the  president  to  give  notice  to  the  executive 
committee  of  sales  to  be  made  under  foreclosure  of  mortgages  or  trust  deeds. 
The  president,  or  if  he  is  unable  to  attend,  some  other  person  appointed  by  him, 
shall  be  present  to  protect  the  interest  of  the  company  at  such  sale.  All  invest- 
ments shall  be  made  in  the  name  of  The  Pacific  Mutual  Life  Insurance  Company 
of  California. 

Sec.  22.  The  tables  of  the  rates  of  insurance  and  the  modes  of  payment  shall 
be  determined,  and  may  from  time  to  time  be  altered,  by  the  executive  com- 
mittee, but  no  such  alteration  shall  affect  any  previous  contract. 

Sec.  23.  Unless  specially  authorized  by  the  executive  committee,  no  risk  on  the 
life  of  any  one  person  shall  be  taken  in  excess  of  $15,000  under  life  policies  and 
$10,000  under  accident  policies,  unless  the  excess  be  reinsured  in  some  respon- 
sible company.  Any  excess  authorized  by  the  executive  committee  shall  apply 
only  to  life  policies,  and  shall  not  exceed  the  sum  of  $5000. 

Sec.  24.  All  officers  of  the  company  shall  give  bonds  in  such  sums  as  the 
board  of  directors  may  require,  and  the  board  may  from  time  to  time  change  the 
sums  required,  or  require  new  securities  to  be  given. 

Sec.  25.  The  board  of  directors  shall  have  power  to  fix  and  change  the  sal- 
aries and  rates  of  compensation  to  be  paid  to  the  officers  thereof,  and  to  members 
of  the  executive  committee ; but  no  member  of  the  board  shall  be  entitled  to  vote 
on  any  question  affecting  his  own  salary  or  compensation. 

Sec.  26.  The  by-laws  may  be  amended  by  the  board  of  directors  by  a vote 
of  the  majority  present,  after  the  proposed  amendment  had  been  submitted  and 
approved  at  a regular  meeting  at  least  four  weeks  prior  to  the  meeting  at  which 
it  is  acted  upon. 


242 


CHARTERS  OF  LIFE  INSURANCE  COMPANIES. 


THE  PENN  MUTUAL  LIFE  INSURANCE  COMPANY. 


An  act  to  incorporate  The  Penn  Mutual  Life  Insurance  Company. 

Sec.  i.  [Names  of  and  Powers  of  Incorporators .] — Be  it  enacted 
by  the  Senate  and  House  of  Representatives  of  the  Commonwealth  of 
Pennsylvania  in  General  Assembly  met  and  it  is  hereby  enacted  by  the 
authority  of  the  same,  that  James  E.  Richardson,  John  G.  Brenner, 
Richard  S.  Newbould,  William  M.  Clark,  William  B.  Cooper,  John  W. 
Horner,  Samuel  C.  Shepard,  William  A.  Everly,  Daniel  L.  Miller,  Wil- 
liam Robertson,  Samuel  Dutton,  Daniel  L.  Hutchinson,  Edward 
Lukens,  William  Martin,  Edmund  A.  Souder,  Ellis  S.  Archer,  William 
B.  Hart,  Edward  H.  Trotter,  Samuel  E.  Stokes,  Benjamin  Coates, 
Theodore  S.  Paulding,  Lewis  Cooper,  Samuel  W.  Weer,  Charles 
Schaffer,  A.  W.  Harker,  Joseph  M.  Thomas,  William  H.  Carr  and  all 
other  persons  who  may  hereafter  associate  with  them  in  the  manner 
hereinafter  prescribed  shall  be  a body  politic  and  corporate  by  the 
name  of  “The  Penn  Mutual  Life  Insurance  Company,”  and  by  that 
name  shall  have  perpetual  succession  and  may  sue  and  be  sued  and 
hold,  purchase,  receive  and  convey  real  and  personal  estate,  (with  the 
limitations  hereafter  specified),  and  may  make  and  use  a common  seal, 
and  alter  or  change  the  same  at  pleasure,  and  make  by-laws  not  in- 
consistent with  any  existing  law  for  the  management  of  its  property 
and  the  regulation  of  its  affairs : but  nothing  herein  contained  shall 
be  construed  to  give  unto  the  said  corporation  any  banking  powers  or 
privileges. 

Sec.  2.  [Business  to  be  Transacted.] — In  addition  to  the  general 
powers  and  privileges  of  a corporation,  as  the  same  are  declared  by 
the  foregoing  section,  the  corporation  hereby  created,  shall  have  the 
power  to  insure  the  respective  lives  of  its  members  and  others,  and  to 
make  all  and  every  insurance  appertaining  to  or  connected  with  life 
risks  of  whatsoever  kind  or  nature  and  to  receive  and  execute  trusts,  to 
make  endowments,  and  to  grant  and  purchase  annuities. 

Sec.  3.  [May  Purchase  Real  Estate.] — The  real  estate  which  it 
shall  be  lawful  for  the  said  corporation  to  purchase,  receive,  hold  and 
convey  shall  be : 

1.  Such  as  shall  be  requisite  for  its  immediate  accommodation  in 
the  convenient  transaction  of  its  business ; or, 

2.  Such  as  shall  have  been  mortgaged  to  it  in  good  faith,  by  way  of 
security  for  loans  previously  contracted,  or  for  moneys  due ; or, 


PENN  MUTUAL  LIFE. 


243 


3.  Such  as  shall  have  been  conveyed  to  it  in  satisfaction  of  debts 
previously  contracted,  in  the  course  of  its  dealings ; or, 

4.  Such  as  shall  be  purchased  at  sales  upon  judgments,  decrees  or 
mortgages  obtained  or  made  for  debts  due  said  company  or  for  debts 
due  other  persons  where  said  company  have  liens  or  incumbrances  on 
the  same  and  the  purchase  is  deemed  necessary  to  save  the  company 
from  loss  on  the  liens  or  incumbrances  held  by  it.  The  said  corpora- 
tion shall  not  purchase,  receive,  hold  or  convey  real  estate  in  any  other 
case  or  for  any  other  purpose,  provided,  that  no  real  estate  acquired 
by  the  corporation,  excepting  that  necessary  for  the  transaction  of 
business,  shall  be  retained  by  said  corporation  for  a longer  period  than 
five  years. 

Sec.  4.  [Insurers  Become  Members.] — All  persons  who  shall  here- 
after insure  with  the  said  corporation  and  also  their  heirs,  executors, 
administrators  and  assigns  continuing  to  be  insured  in  said  corpora- 
tion as  hereinafter  provided  shall  thereby  become  members  during  the 
period  they  shall  remain  insured  by  the  said  corporation  and  no  longer. 

Sec.  5.  [Board  of  Trustees  and  Officers.] — All  the  corporate 
powers  of  the  said  company  shall  be  exercised  by  a board  of  trustees 
and  such  officers  and  agents  as  they  may  appoint.  The  board  of  trus- 
tees shall  consist  of  twenty-seven  persons.  They  shall  annually  elect 
from  among  the  members  of  the  corporation,  a president  and  vice- 
president,  who  shall  continue  in  office  for  the  term  of  one  year,  or  until 
others  be  elected  in  their  stead ; and  they  shall  have  power  to  declare 
by  by-laws  what  number  of  trustees  less  than  a majority  of  the  whole, 
but  not  less  than  six,  shall  be  a quorum  for  the  transaction  of  business. 

Sec.  6.  [The  First  Board.] — The  persons  named  in  the  first  sec- 
tion of  this  act  shall  constitute  the  first  board  of  trustees. 

Sec.  7.  [Trustees  Divided  into  Classes.] — The  trustees  shall,  at 
their  first  meeting,  divide  themselves  by  lot  into  three  classes  of  nine 
each.  The  term  of  the  first  class  shall  expire  at  the  end  of  one  year ; 
the  term  of  the  second  class  shall  expire  at  the  end  of  two  years ; the 
term  of  the  third  class  shall  expire  at  the  end  of  three  years,  and  so 
on,  successively,  each  and  every  year.  The  seats  of  these  classes  shall 
be  supplied  by  the  members  of  the  corporation,  a plurality  of  votes 
constituting  a choice.  This  section  shall  not  be  construed  to  prevent 
a trustee  going  out  from  being  eligible  to  a re-election.  The  board  of 
trustees  may  fill  any  vacancies  in  their  number  occasioned  by  death  or 
resignation  of  the  incumbent  or  his  ceasing  to  be  a member  of  the  cor- 
poration. The  election  for  trustees  shall  be  held  on  the  first  Monday 
in  January  in  each  year,  between  the  hours  of  ten  and  twelve  o’clock 
at  such  place  in  the  city  of  Philadelphia  as  the  board  of  trustees  shall 


244 


CHARTERS  OF  LIFE  INSURANCE  COMPANIES. 


designate,  of  which  place  they  shall  give  at  least  fourteen  days’  pre- 
vious notice  in  two  of  the  public  newspapers  printed  in  said  city ; and 
the  board  of  trustees  shall,  at  the  same  time,  appoint  three  members 
of  the  said  corporation  not  trustees  to  be  inspectors  to  conduct  such 
elections,  and  if  any  of  the  said  inspectors  decline  or  fail  to  attend,  the 
trustees  may  appoint  others  to  fill  such  vacancies. 

Sec.  8.  [Members  Entitled  to  Vote.] — At  the  elections  for  trustees 
each  insured  member  for  any  sum  paid  in  or  secured  as  a premium  of 
insurance  to  said  company  during  the  year  preceding  said  election 
amounting  to  twenty-five  dollars,  shall  have  one  vote,  and  for  every 
additional  fifty  dollars  so  paid  one  other  vote. 

Sec.  9.  [Liability  of  Members  Limited  to  Premiums  Paid.] — Every 
person  who  shall  become  a member  of  this  corporation  by  effecting  in- 
surance therein  shall,  the  first  time  he  effects  insurance,  and  before  he 
receives  his  policy,  pay  the  rates  that  shall  be  fixed  upon  and  determined 
by  the  trustees ; no  member  shall  be  liable  for  any  losses  or  expenses  of 
said  company  beyond  the  amount  of  the  premium  which  he  may  agree 
to  pay  said  corporation. 

Sec.  10.  [Trustees  to  Fix  Rates.] — The  trustees  may  determine  the 
rates  of  premium  and  terms  of  insurance  and  the  sum  to  be  insured. 

Sec.  11.  [How  Funds  May  Be  Invested.] — It  shall  be  lawful  for 
the  said  corporation  to  invest  their  premiums,  profits  and  capital  in 
bonds  and  mortgages,  ground  rents,  stocks  and  loans  of  the  United 
States  and  State  of  Pennsylvania,  and  to  sell,  transfer  and  change  the 
same,  and  reinvest  the  funds  of  the  said  corporation,  when  the  trustees 
shall  deem  it  expedient. 

Sec.  12.  [May  Change  Investments.] — It  shall  also  be  lawful  for 
the  said  corporation  to  loan  or  invest,  not  exceeding  twenty-five  per 
cent  of  their  funds  in  loans  or  stocks  of  any  incorporated  city  or  bor- 
ough or  other  good  securities  and  the  same  to  sell,  transfer,  change  or 
reinvest  as  the  trustees  may  deem  proper. 

Sec.  13.  [May  Sue  and  Be  Sued.] — Suits  at  law  may  be  main- 
tained by  said  corporation  against  any  of  its  members,  for  any  cause 
relating  to  the  business  of  said  corporation ; also  suits  at  law  may  be 
prosecuted  and  maintained  by  any  member  against  the  said  corpora- 
tion for  losses,  by  death,  if  payment  is  withheld  more  than  three  months 
after  the  company  is  duly  notified  of  such  losses,  and  no  member  of  the 
corporation  shall  be  debarred  his  testimony  as  a witness  in  any  case  on 
account  of  his  being  a member  of  the  said  company;  and  no  member 
of  the  said  corporation  not  being  in  his  individual  capacity  a party  to 
such  suit  shall  be  incompetent  as  a witness  in  any  such  suit  on  account 
of  his  being  a member  or  an  officer  of  said  company. 


PENN  MUTUAL  LIFE. 


245 


SeC.  14.  [Surplus  to  be  Credited  to  Members.] — The  officers  of 
said  company,  shall  on  the  first  Monday  in  January  of  every  year,  cause 
a statement  to  be  made  of  the  affairs  of  the  company  and  a balance  to 
be  struck  of  the  profit  and  loss  account ; and  if  there  is  a surplus,  after 
paying  all  losses  and  expenses  of  the  said  company  for  the  year  pre- 
ceding the  same,  they  shall  credit  each  member  with  such  a proportion 
of  said  surplus  as  the  premiums  paid  by  him,  her  or  them  on  risks  de- 
termined may  be  to  the  aggregate  amount  of  the  premiums  earned  dur- 
ing said  year  by  the  company. 

Sec.  15.  [Surplus  to  be  Paid  at  Death  of  Members .] — And  in  case 
of  the  death  of  any  member  of  the  said  company  the  amount  standing 
to  his  credit  at  the  time  of  his  death,  together  with  the  amount  of  the 
policy  in  his  name,  shall  be  paid  over  to  his  legal  representatives  or 
assignees  within  sixty  days;  the  profits  and  accumulation  standing  to 
the  credit  of  such  persons  as  have  ceased  to  be  members  by  non-pay- 
ment of  premiums  or  a renewal  of  their  policy  agreeable  to  the  by-laws 
of  the  company,  shall  be  forfeited  for  the  use  of  the  corporation. 

Sec.  16.  [Annual  Statement  to  be  Printed.] — Within  thirty  days 
after  the  first  Monday  in  January  of  every  year  it  shall  be  the  duty 
of  the  officers  of  the  company  to  cause  to  be  made  and  printed,  in  at 
least  one  daily  newspaper  published  in  the  city  of  Philadelphia,  a 
general  balance  statement  of  the  affairs  of  the  said  company  and  to 
deliver  to  each  member  upon  request  a copy  thereof.  Such  statement 
shall  contain : 

1.  The  amount  of  premiums  received  and  the  amount  derived  from 
interest  on  loans  or  investments  during  the  same  period. 

2.  The  amount  of  the  expenses  of  the  company  during  the  said 
period. 

3.  The  amount  of  losses  incurred  during  said  period. 

4.  The  balance  remaining  with  the  said  company. 

5.  The  nature  of  the  security  on  which  the  same  is  loaned  and  the 
amount  of  cash  on  hand. 

Sec.  17.  [Location  of  Head  Office.] — The  business  of  the  corpora- 
tion shall  be  carried  on  at  such  place  in  the  city  of  Philadelphia  as  the 
trustees  shall  direct  and  at  such  agencies  as  they  may  establish. 

Sec.  18.  [Company  May  Purchase  its  Policies.] — No  policy  shall 
be  issued  by  said  company  until  application  shall  be  made  for  insurance 
of  sums  on  lives  amounting  in  the  aggregate  to  one  hundred  thousand 
dollars  at  least ; and  the  trustees  shall  have  the  right  to  purchase  for  the 
benefit  of  the  company,  all  policies  of  insurance  or  other  obligations 
issued  by  the  company. 

Sec.  19.  [Married  Woman’s  Policy.] — It  shall  be  lawful  for  any 


246 


CHARTERS  OF  LIFE  INSURANCE  COMPANIES. 


married  woman  by  herself  and  in  her  name  or  in  the  name  of  any 
third  person  with  his  assent  as  her  trustee  to  cause  to  be  insured  for 
her  sole  use,  the  life  of  her  husband  for  any  definite  period  or  for  the 
term  of  his  natural  life ; and  in  case  of  her  surviving  her  husband  the 
sum  or  net  amount  of  the  insurance  becoming  due  and  payable 
by  the  terms  of  the  insurance,  shall  be  payable  to  her,  to  and  for  her 
own  use  free  from  the  claim  of  the  representatives  of  her  husband  or 
any  of  his  creditors. 

Sec.  20.  [In  Case  Wife  Dies  Before  Her  Husband.] — In  case  of 
the  death  of  the  wife  before  the  decease  of  her  husband  the  amount  of 
the  insurance  may  be  made  payable  after  death  to  her  children  for  their 
use  and  to  their  guardian  if  under  age. 

Sec.  21.  [Penalty  for  Embezzlement.] — If  any  trustee  or  officer 
of  said  institution  shall  fraudulently  embezzle  or  appropriate  to  his  own 
use  or  to  the  use  of  any  other  person  or  persons  any  money  or  other 
property  belonging  to  the  said  institution,  or  left  with  the  same  as  a 
special  deposit  or  otherwise,  he  or  they  on  conviction  thereof  shall  be 
fined  in  a sum  not  less  than  the  amount  so  appropriated  or  embezzled 
and  sentenced  to  undergo  an  imprisonment  in  the  eastern  penitentiary, 
to  be  kept  in  separate  and  solitary  confinement  at  labor  for  any  term 
not  exceeding  two  years  at  the  discretion  of  the  court ; provided,  that 
this  shall  not  prevent  any  person  or  persons  aggrieved  from  pursuing 
his,  her  or  their  civil  remedy  against  such  person  or  persons. 

Sec.  22.  [Legislature  may  Amend  Charter.] — The  legislature  may 
at  any  time  alter  or  repeal  this  act  in  such  manner,  however,  as  shall 
do  no  injustice  to  the  corporators  or  injuriously  affect  any  contract 
or  engagement  made  by  or  with  the  said  company. 

JAMES  COOPER, 

Speaker  of  the  House  of  Representatives. 

CH.  GIBBONS, 

Speaker  of  the  Senate. 

Approved  the  twenty-fourth  day  of  February,  1847. 

FRS.  R.  SHUNK. 


Amendment  of  1851. 

A supplement  to  an  act  entitled  “An  act  to  incorporate  the  Penn  Mutual 
Life  Insurance  Company.” 

Sec.  1.  [Insured  are  Members  Only  While  Insured.] — Be  it  en- 
acted by  the  Senate  and  House  of  Representatives  of  the  Common- 
wealth of  Pennsylvania  in  General  Assembly  met  and  it  is  hereby  en- 
acted by  the  authority  of  the  same,  that  all  persons  who  shall  hereafter 


PENN  MUTUAL  LIFE. 


247 


insure  with  the  Penn  Mutual  Life  Insurance  Company  of  Philadel- 
phia, and  continuing  to  be  insured  therein,  shall  thereby  become  mem- 
bers during  the  period  they  shall  remain  insured  by  the  said  corpora- 
tion and  no  longer. 

Sec.  2.  [ Number  of  Votes  a Member  is  Entitled  to.] — That  at 

elections  for  trustees,  each  insured  member  for  any  sum  not  less  than 
one  dollar  paid  in  or  secured  as  a premium  of  insurance  to  said  com- 
pany during  the  year  preceding  said  election,  shall  have  one  vote,  and 
for  every  additional  fifty  dollars  so  paid  one  other  vote. 

Sec.  3.  [Extending  Field  of  Investments.] — That  it  shall  be  lawful 
for  the  said  corporation  to  invest  their  premiums,  profits  and  capital  in 
'bdnds  and  mortgages,  ground  rents,  stocks  and  loans  of  the  United 
States  and  State  of  Pennsylvania,  and  also  in  all  stocks  created  by  or 
under  the  laws  of  the  United  States  or  of  this  State  or  of  any  of  the 
other  States  of  the  Union,  and  to  lend  the  same  upon  the  security  of 
such  stocks  and  to  sell,  transfer  and  change  the  same  and  to  invest 
the  funds  of  said  corporation  when  the  trustees  shall  deem  the  same 
expedient. 

Sec.  4.  [May  Purchase  Municipal  Bonds.] — That  it  shall  also  be 
lawful  for  the  said  corporation  to  lend  or  invest  not  exceeding  fifty 
per  cent  of  their  funds  in  loans  or  stocks  of  an  incorporated  city,  dis- 
trict or  borough  or  other  good  securities  and  the  same  to  sell,  transfer, 
change  or  reinvest  as  the  trustees  may  deem  proper. 

Sec.  5.  [Members  to  Receive  Certificates  for  Surplus.] — That  the 
officers  of  said  company  shall,  on  the  first  Monday  in  January  of  each 
year,  or  as  soon  thereafter  as  may  be  practicable,  cause  a statement  to 
be  made  of  the  affairs  of  the  company ; and  if,  after  paying  all  losses 
and  expenses  of  the  said  company  and  providing  for  outstanding  risks 
for  the  year  preceding  the  same,  there  remains  a surplus,  each  member 
shall  be  entitled  to  such  a proportion  of  the  said  surplus  as  the  cash 
premiums  paid  by  such  members  may  bear  to  the  aggregate  surplus  so 
declared ; the  statement  so  made  shall  be  binding  upon  all  persons 
entitled  to  receive  certificates  as  hereinafter  mentioned ; for  the  pro- 
portionate share  of  each  member  so  ascertained  a certificate  shall  be 
issued  declaring  him  or  them  to  be  entitled  to  such  a portion  of  the  ac- 
cumulated capital  of  the  company,  such  certificates  to  be  construed  and 
governed  as  hereinafter  mentioned ; but  no  certificate  shall  be  re- 
deemed or  paid  off  until  the  assets  of  the  company  amount  to  four 
hundred  thousand  dollars ; no  certificate  shall  be  issued  for  a less 
amount  than  ten  dollars,  or  for  any  fractional  part  of  ten  dollars. 
Whenever  the  accumulated  capital  shall  exceed  four  hundred  thousand 
dollars,  the  excess  may  be  applied  from  year  to  year  thereafter  toward 


248 


CHARTERS  OF  LIFE  INSURANCE  COMPANIES. 


the  redemption  of  each  year’s  certificates  in  whole  or  in  part  as  may  be 
determined  on  by  the  board  of  trustees,  provided  the  assets  of  the  com- 
pany exceed  the  value  of  the  policies  in  force  to  an  amount  equal  to  the 
dividend  or  certificates  to  be  paid  off,  but  the  certificates  of  a subsequent 
year  are  not  to  be  redeemed  until  those  of  a preceding  year  are  pro- 
vided for ; the  trustees  may  at  their  discretion  declare  and  pay  interest 
on  such  certificates  at  a rate  not  exceeding  six  per  cent  per  annum. 

Sec.  6.  [Transfer  of  Certificates  on  Death  of  Member.] — That  in 
case  of  the  death  of  any  member  of  the  said  company  the  amount  of 
the  policy  in  his  name  shall  be  paid  to  the  party  entitled  thereto  by  the 
terms  thereof  within  sixty  days  thereafter ; the  certificates  of  dividend 
standing  in  his  name  or  to  his  credit  shall  also  be  transferred  at  the 
same  time  to  the  person  legally  entitled  thereto,  except  that  in  the 
case  of  any  husband  insuring  his  life  for  the  benefit  of  his  widow,  in  all 
which  cases  the  said  certificates  shall  be  transferred  to  the  widow.  But 
the  profits  and  accumulation  standing  to  the  credit  of  such  persons 
as  have  ceased  to  be  members  by  non-payment  of  premiums,  or  a re- 
newal of  their  policies  agreeably  to  the  by-laws,  shall  be  deemed  for- 
feited for  the  use  of  the  corporation. 

Sec.  7.  [Sections  of  Charter  Repealed.] — That  the  sections  of  an 
act  entitled  “An  act  to  incorporate  the  Penn  Mutual  Life  Insurance 
Company”  and  numbered  respectively  sections  four,  eight,  twelve,, 
fourteen  and  fifteen  be,  and  the  same  are  hereby  repealed. 

JOHN  CESSNA, 

Speaker  of  the  House  of  Representatives. 
BENJAMIN  MATTHIAS, 
Speaker  of  the  Senate. 

Approved  the  eighteenth  day  of  February  A.  D.  1851. 

WM.  F.  JOHNSTON. 


Amendment  of  1853. 

A further  supplement  to  an  act  entitled  “An  act  to  incorporate  the  Penn 
Mutual  Life  Insurance  Company.” 

Sec.  1.  [Explanatory  as  to  Investments.] — Be  it  enacted  by  the 
Senate  and  House  of  Representatives  of  the  Commonwealth  of  Penn- 
sylvania in  General  Assembly  met  and  it  is  hereby  enacted  by  the 
authority  of  the  same  that  the  third  section  of  the  act  to  which  this 
is  a supplement  shall  not  be  so  constructed  as  to  prevent  said  com- 
pany from  purchasing,  receiving,  taking  and  holding  as  investments 
and  conveying  the  same  any  ground  rents  or  life  interests  in  real 
estate,  but  the  said  company  shall  have  authority  to  purchase,  receive.. 


PENN  MUTUAL  LIFE. 


249 


take,  hold  and  convey  in  fee  simple  or  for  any  less  estate  from  time  to 
time  as  they  may  deem  fit,  any  and  all  ground  rents  and  life  estates  in 
any  and  all  real  property.  ^ p SCHELL 

Speaker  of  the  House  of  Representatives  pro  tern. 
THO.  CARSON,  Speaker  of  the  Senate. 
Approved  the  twenty-fourth  day  of  February  A.  D.  1853. 

WM.  BIGLER. 


Amendment  of  i860. 

A supplement  to  an  act  to  incorporate  the  Penn  Mutual  Life  Insurance 
Company. 

Sec.  1.  [Authorised  to  Buy  Certain  Property .] — Be  it  enacted  by 
the  Senate  and  House  of  Representatives  of  the  Commonwealth  of 
Pennsylvania  in  General  Assembly  met  and  it  is  hereby  enacted  by 
the  authority  of  the  same,  that  the  Penn  Mutual  Life  Insurance  Com- 
pany be  and  are  hereby  authorized  to  take  and  hold  the  title  in  fee 
simple  to  a certain  messuage  and  lot  of  ground  situated  on  the  north 
side  of  Chestnut  street,  between  Ninth  and  Tenth  streets  in  the  city 
of  Philadelphia,  containing  in  front  on  Chestnut  street  forty-eight  feet 
one  and  a half  inches  more  or  less  and  extending  in  depth  northward 
two  hundred  and  twenty-two  feet  more  or  less  to  a forty-feet  wide 
court,  and  also  at  any  time  to  grant,  sell  and  convey  the  same,  or  any 
part  thereof  in  fee  simple. 

Sec.  2 [Authority  to  Act  as  a Trust  Company.] — That  all  powers, 
rights  and  privileges  heretofore  given  to,  conferred  upon  and  now 
exercised  by  the  Pennsylvania  Company  for  Insurances  on  Lives  and 
Granting  Annuities,  as  to  the  receipt,  custody  and  payment  of  trust 
moneys,  the  acceptance  and  execution  of  trusts  in  the  capacity  of  as- 
signee, trustee,  guardian,  executor,  administrator  or  committee  of  luna- 
tics, be  and  the  same  are  hereby  given  to  and  conferred  upon  the  said 
the  Penn  Mutual  Life  insurance  Company  to  be  exercised  as  fully  in 
all  respects  as  the  same  are  now  held  and  exercised  by  the  said  the 
Pennsylvania  Company  for  Insurances  on  Lives  and  Granting  An- 
nuities; subject,  however,  to  all  the  restrictions  and  provisions  of  the 
several  acts  of  assembly  conferring  said  powers  in  regard  to  the  rate  of 
interest  to  be  paid  to  depositors  and  the  investments  of  trust  funds. 

JOHN  M.  THOMPSON, 
Speaker  of  the  House  of  Representatives. 
WM.  M.  FRANCIS, 

Speaker  of  the  Senate. 

Approved  the  twentieth  day  of  March,  A.  D.  i860. 

WM.  F.  PACKER. 


250 


CHARTERS  OF  LIFE  INSURANCE  COMPANIES. 


Amendment  of  1864. 

A further  supplement  to  an  act  incorporating  the  Penn  Mutual  Life 
Insurance  Company. 

Sec.  1.  [Relative  to  Premium  Notes.] — Be  it  enacted  by  the  Sen- 
ate and  House  of  Representatives  of  the  Commonwealth  of  Pennsyl- 
vania in  General  Assembly  met  and  it  is  hereby  enacted  by  the 
authority  of  the  same,  that  all  life  premiums  hereafter  paid  to  the  said 
company  whether  by  note  or  in  cash,  shall  participate  equally  in  such 
division  or  surplus  as  shall  hereafter  be  declared,  in  pursuance  of  the 
provisions  of  Sec.  14  of  the  act  of  incorporation  of  the  said  the  Penn 
Mutual  Life  Insurance  Company. 

HENRY  C.  JOHNSON, 
Speaker  of  the  House  of  Representatives. 

JOHN  P.  PENNEY, 

Speaker  of  the  Senate. 

Approved  the  sixteenth  day  of  March,  A.  D.  1864. 

A.  G.  CURTIN. 


Amendment  of  1870. 

A supplement  to  the  act  incorporating  the  Penn  Mutual  Life  Insurance 
Company  of  Philadelphia,  granted  February  24,  1847. 

Whereas,  the  time  allowed  by  the  original  charter  of  said  company 
for  the  election  of  trustees  is  inconveniently  brief,  and  whereas,  a dif- 
ference of  opinion  has  arisen  respecting  the  legality  of  voting  by  proxy 
at  such  election,  and,  whereas,  experience  has  proved  that  the  present 
system  of  declaring  dividends  is  unjust  to  the  insured. 

Sec.  1.  [Time  for  Electing  Trustees.] — Be  it  enacted  by  the 
Senate  and  House  of  Representatives  of  the  Commonwealth  of  Penn- 
sylvania in  General  Assembly  met,  and  it  is  hereby  enacted  by  the 
authority  of  the  same,  that  the  time  for  holding  the  election  for  trus- 
tees of  said  company  shall  be  between  the  hours  of  10  A.  M.  and  3 
P.  M.,  instead  of  10  A.  M.  and  12  M.,  as  designated  in  Sec.  7 
of  the  charter. 

Sec.  2.  [Insured  Members  Only  Entitled  to  Vote.] — That  the  true 
intent  and  meaning  of  Sec.  8 of  said  charter  is  that  at  the  elections  for 
trustees  of  said  company  only  such  votes  as  are  offered  by  insured 
members  in  person  shall  be  received  and  counted ; and  that  the  term 
“insured  member”  wherever  the  same  occurs  throughout  the  charter  or 
its  supplements  shall  apply  and  extend  only  to  the  person  or  persons 
who,  by  the  policy,  are  the  payers  of  the  premium  except  where  a wife 


PENN  MUTUAL  LIFE. 


25* 


holds  a policy  on  the  life  of  her  husband,  in  which  case  the  husband 
shall  be  allowed  to  vote  at  elections  as  an  insured  member. 

Sec.  3.  [May  Pay  Dividends  in  Cash  or  Scrip.) — That  in  lieu  of 
the  manner  of  returning  the  surplus  to  insured  members,  as  directed 
by  Sec.  14  of  the  original  charter,  it  shall  and  may  be  lawful  for  said 
company  to  return  the  same  either  in  cash  or  in  scrip  or  by  rever- 
sionary addition  to  the  policies  and  in  such  sums  as  may  express  the 
equitable  proportion  of  the  aggregate  surplus  to  which  each  member 
is  entitled,  according  to  the  actual  value  of  the  premiums  paid,  which 
sums  shall  be  credited  to  the  insured  or  received  in  reduction  of  pre- 
miums as  their  annual  premiums  mature. 

BUTLER  B.  STRANG, 
Speaker  of  the  House  of  Representatives. 

CHARLES  H.  STINSON, 
Speaker  of  the  Senate. 

Approved  the  eleventh  day  of  March,  A.  D.  1870. 

JOHN  W.  GEARY. 


Notes. 

Resolutions  of  December  17,  1872. 

1.  Resolved,  That  all  endowment  policies  issued  prior  to  January  1, 
1870,  on  which  the  number  of  annual  premiums  contemplated  in  the 
original  policy  has  been  paid,  shall  share  equitably  and  proportionately 
in  the  annual  distribution  for  the  policy  year  in  which  the  last  payment 
is  made  and  which  shall  be  paid  with  the  policy. 

2.  Resolved,  That  on  and  after  the  first  day  of  January,  1873,  in 
the  case  of  all  ordinary  life  policies  that  may  be  thereafter  forfeited  for 
non-payment  of  premium,  the  reserve  or  net  value  shall  be  ascertained 
according  to  the  actuaries’  table  of  mortality  at  four  per  cent  interest, 
and  a paid-up  non-participating  policy  shall  be  credited  fo  the  insured 
for  such  an  amount  as  four-fifths  of  the  net  value  will  purchase  as  a 
single  premium  at  the  then  age  of  the  insured ; said  policy  to  be  paid 
at  death  or  eighty ; pi  ovided  the  claim  is  made  within  two  years  there- 
after ; provided  also,  that  in  the  case  of  note  policies  four-fifths  shall  be 
deducted  from  the  net  value  and  the  face  of  the  notes  taken  therefrom ; 
and  the  remainder  of  the  said  four-fifths  applied  to  the  purchase  of  a 
paid-up  non-participating  policy  as  above;  and  also  provided,  that  three 
full  annual  payments  have  been  made  on  the  original  policy  before  its 
forfeiture. 


Resolutions  of  February  6,  1878. 

1.  Resolved,  That  in  the  case  of  the  lapse  of  limited  payment  life 


25  2 


CHARTERS  OF  LIFE  INSURANCE  COMPANIES. 


and  endowment  policies  (new  form  March  i,  1878),  without  surrender, 
paid-up  credits  of  the  same  kind  as  the  original  policies  will  be  given 
for  the  same  amounts  as  would  have  been  given  in  paid-up  insurance 
upon  surrender. 

2.  Resolved,  That  in  future  all  endowment  and  limited  life  policies 
which  have  been  issued  by  the  Penn  Mutual  Life  Insurance  Company, 
prior  to  March  1,  1878,  upon  application  originally  made  to  it,  in  case 
of  their  lapse  subsequent  to  January  1,  1878,  for  non-payment  of  pre- 
mium, shall  receive,  without  formal  surrender,  a credit  of  paid-up  in- 
surance on  the  books  of  the  company  according  to  the  same  rule  and 
with  the  same  restrictions  as  are  provided  by  resolution  of  this  date  for 
policies  of  this  class  which  may  be  issued  after  March  1,  1878. 


Resolution  of  November  17,  1882  (as  Amended  March  7,  1894). 

1.  Resolved,  That  all  ordinary  forms  of  annual  distribution  poli- 
cies, issued  on  and  after  January  1,  1883,  and  before  July  1,  1894,  shall 
be  non-forfeitable  as  follows : After  two  full  years’  premiums  are  paid 
in  cash,  if  they  should  lapse,  shall  receive  non-participating  extension 
for  the  full  amount  of  the  policy,  based  upon  the  reserve  value,  or  a 
paid-up  non-participating  policy  on  surrender  by  the  then  legal  owner, 
in  writing,  addressed  to  the  home  office  within  sixty  days  after  lapse, 
but  on  all  such  policies  issued  on  and  after  July  1,  1894,  the  paid-up  or 
extension  value  shall  not  be  allowed  until  after  three  full  years’  pre- 
miums shall  have  been  paid  in  cash. 


EXTRACTS  FROM  THE  BY-LAWS. 

Article  2.  Stated  meetings  of  the  board  of  trustees  shall  be  held  at  the 
office  of  the  company  on  the  Wednesday  after  the  first  Saturday  of  every  month 
at  four  o’clock  p.  m.,  or  at  any  other  hour  the  board  may  appoint. 

The  president,  or  any  five  trustees,  may  call  special  meetings  of  the  board 
at  such  times  as  they  may  direct,  and  reasonable  notice  of  such  meetings,  stat- 
ing the  object  thereof,  shall  be  sent  to  every  trustee.  At  all  meetings  nine 
trustees  shall  constitute  a quorum  for  transacting  business. 

Article  3.  As  amended  June  10,  1903.  The  officers  of  the  company  shall 
be  a president,  a vice-president,  a second  vice-president,  a secretary,  a treasurer, 
an  actuary,  and  such  other  officers  as  the  board  of  trustees  shall  from  time  to 
time  deem  advisable  to  elect  or  appoint,  none  of  whom  shall  be  trustees,  and 
they  shall  attend  the  meetings  of  the  board  except  when  excused.  On  all 
printed  matter  requiring  their  names,  they  shall  be  placed  in  the  order  as  above. 

The  board,  however,  shall  have  authority  to  elect  one  and  the  same  person 
to  be  both  secretary  and  treasurer,  if  the  board  shall  so  determine. 

Article  4.  At  the  stated  meeting  in  November,  the  president  shall  appoint 
five  trustees  to  recommend  at  the  next  stated  meeting  a ticket  to  be  voted  at 
the  annual  election.  The  recommendation  of  these  trustees  shall  not  be  con- 
strued as  preventing  the  nomination  of  other  candidates,  but  no  candidate  shall 


PENN  MUTUAL  LIFE. 


253 


be  eligible  to  election  until  his  nomination  shall  have  been  made  in  writing  by 
five  or  more  of  the  insured  members  of  the  company,  and  such  nominations 
shall  have  been  delivered  to  the  president  of  the  company  or  the  board  of  trus- 
tees at  least  fifteen  days  previous  to  the  election.  At  the  stated  meeting  in 
December  the  place  of  holding  the  election  for  trustees  shall  be  named  by  the 
board  and  three  members  (not  trustees)  shall  at  the  same  time  be  appointed  to 
act  as  inspectors  of  the  election  for  trustees  to  be  held  on  the  day  fixed  by  the 
charter  (the  first  Monday  in  January). 

Three  alternates  shall  also  be  appointed  who  shall  serve  in  the  order  named 
in  case  any  of  the  principals  decline. 

The  persons  so  appointed  shall  receive  the  votes,  count  the  same  and  report 
in  writing  to  the  president  the  names  of  all  persons  voted  for,  with  the  number 
of  votes  cast  for  each,  and  certify  what  persons  have  been  duly  elected;  where- 
upon the  president  shall  immediately  cause  notice  to  be  given  to  such  trustees 
of  their  election,  and  that  the  board  will  meet  for  the  election  of  officers  on 
the  first  succeeding  stated  meeting;  provided  nevertheless  that  the  officers 
shall  continue  in  office,  and  perform  the  duties  thereof,  until  they  shall  be  re- 
elected or  their  successors  duly  qualified. 

Article  5.  In  any  election  for  president  or  other  officers  or  employees  of 
the  company,  the  votes  of  at  least  fourteen  trustees  shall  be  required  to  elect. 

Article  6.  All  nominations  to  fill  vacancies  in  the  board  of  trustees  shall 
be  made  at  a stated  meeting  of  the  board  and  acted  on  at  a subsequent  stated 
meeting,  the  vote  of  at  least  fourteen  trustees  being  required  to  elect. 

Article  15.  As  amended  June  10,  1903.  The  board  of  trustees  shall  be 
divided  into  six  standing  committees  of  five  members  each,  or  of  such  other 
number  as  the  board  may  authorize,  to  be  called  the  committees  on  finance, 
claims,  accounts,  policies  and  premiums,  agencies,  and  medical  department; 
they  shall  be  appointed  by  the  president  annually,  and  be  subject  to  such  gen- 
eral rules  and  regulations  as  the  board  may  from  time  to  time  establish  for 
their  government,  and  their  decisions  upon  questions  submitted  to  them  shall 
govern  the  officers  in  the  performance  of  their  duties;  full  minutes  shall  be  kept 
by  their  respective  secretaries,  and  read  at  the  meetings  of  the  board;  their 
reports  shall  be  made  in  writing.  The  president,  vice-president,  and  the  second 
vice-president  shall  be  ex-officio  members  of  these  committees. 

Article  16.  The  committee  on  finance  shall  have  authority  to  invest  and 
loan  the  funds  of  the  company  according  to  the  charter,  and  to  provide  means 
to  meet  claims  against  the  company;  the  books  and  accounts  shall  at  all  times 
be  open  to  their  inspection  and  examination;  they  shall  have  all  the  property 
of  the  company  under  their  special  charge  and  care,  and  direct  where  the 
moneys  shall  be  deposited. 

Article  24.  No  emolument  whatever  shall  be  received  by  any  trustee,  ex- 
cept such  fee,  if  any,  as  the  trustees  shall  determine  for  attendance  at  stated 
meetings  of  the  board,  for  attendance  at  meetings  of  standing  or  special  com- 
mittees, or  for  services  thereon,  or  as  a commission  or  other  compensation  as 
agent  for  procuring  insurance,  nor  shall  any  trustee,  officer,  agent  or  employee 
of  the  company  be  allowed,  directly  or  indirectly,  to  borrow  any  money  from 
the  company,  except  on  pledge  of  his  insurance  policy,  nor  shall  the  company 
purchase  any  notes,  bonds  or  mortgages,  or  other  securities,  for  the  payment 
of  money  drawn  or  endorsed  by,  or  existing  against,  any  trustee,  officer,  agent 
or  employee  of  the  company;  but  nothing  contained  in  this  article  shall  be  con- 


CHARTERS  OF  LIFE  INSURANCE  COMPANIES. 


2 54 

strued  to  forbid  the  vice-president,  with  the  approval  of  the  committee  on 
agencies,  from  exercising  his  or  their  discretion  in  the  matter  of  advances  neces- 
sary to  be  made  to  agents  in  the  legitimate  prosecution  of  the  business  of  the 
company,  or  the  purchase  by  the  company  of  the  renewal  interest  of  an  agent. 

Article  25.  There  shall  be  a minute  of  the  yeas  and  nays  on  the  decision 
of  all  questions,  whenever  the  same  shall  be  required  by  any  member  of  the 
board. 

Article  26.  No  alteration  or  amendment  to  the  by-laws  shall  be  made,  un- 
less submitted  at  a previous  stated  meeting;  and  to  adopt  such  alterations  or 
amendments,  the  votes  of  at  least  fourteen  trustees  shall  be  required. 


PHCENIX  MUTUAL  LIFE. 


255 


PHCENIX  MUTUAL  LIFE  INSURANCE  COMPANY. 


General  Assembly,  May  Session,  1851. 

Sec.  1.  [Incorporators  Empozvered.] — Resolved  by  this  assembly, 
that  Barzillai  Hudson,  Benjamin  E.  Hale,  James  B.  Hosmer,  Thomas 
S.  Williams,  Francis  Gillette,  Francis  Parsons,  Edson  Fessenden,  and 
all  others  who  may  become  associated  with  them  as  stockholders,  as 
hereinafter  provided,  their  successors  and  assigns  forever,  be,  and 
they  hereby  are  created  and  made  a body  corporate  and  politic,  for  the 
purpose  of  life  insurance,  and  for  the  other  purposes  hereinafter  men- 
tioned, by  the  name  of  the  “American  Temperance  Life  Insurance 
Company,”  and  by  that  name  shall  be  and  hereby  are  empowered  to 
purchase,  have,  hold,  possess  and  enjoy  to  themselves  and  their  suc- 
cessors, such  lands,  tenements,  hereditaments,  goods,  chattels  and 
effects  of  every  kind  as  may  be  necessary  to  the  transaction  of  the  busi- 
ness of  said  company,  and  the  same  to  grant,  alien,  sell,  invest  and  dis- 
pose of,  to  sue  and  be  sued,  plead  and  be  impleaded  in  all  courts  of 
justice,  to  have  and  use  a common  seal,  and  the  same  to  change  and 
renew  at  pleasure,  and  to  ordain  and  put  in  execution  such  by-laws  and 
regulations  as  they  may  deem  proper  for  the  well  ordering  and  gov- 
ernment of  said  corporation,  and  the  transaction  of  its  business ; pro- 
vided, they  be  not  repugnant  to  the  laws  of  the  United  States,  or  of 
this  State,  or  to  the  provisions  of  this  act  of  incorporation. 

Sec.  2.  [Capital  Stock  Authorised.] — That  the  capital  stock  of 
said  corporation  shall  be  one  hundred  thousand  dollars,  with  power  to 
increase  the  same  at  any  time  hereafter,  by  a vote  of  the  majority  of 
stockholders  at  any  stockholders’  meeting  assembled,  to  two  hundred 
thousand  dollars,  and  shall  be  divided  into  shares  of  fifty  dollars  each ; 
and  there  shall  be  paid  into  the  treasury  of  said  corporation,  by  each 
subscriber  to  said  capital  stock,  at  the  time  of  subscribing  for  the  same, 
an  instalment  of  five  dollars  on  each  share  of  stock  by  him  subscribed 
for;  and  a further  instalment  of  three  dollars  on  each  share  shall  be 
paid  within  twenty  days  after  the  organization  of  said  company,  and 
the  remainder  of  said  shares  so  subscribed  for  shall,  within  twenty 
days  after  the  organization  of  said  company,  be  secured  to  be  paid 
either  by  bond  and  mortgage  on  real  estate,  or  by  such  endorsed  prom- 
issory notes  as  shall  be  approved  of  by  the  directors  of  said  corpora- 
tion and  by  the  comptroller  of  public  accounts  of  this  State,  and  shall 


256 


CHARTERS  OF  LTFE  INSURANCE  COMPANIES. 


be  payable  in  such  times  as  the  directors  may  determine,  and  such  en- 
dorsers shall  have  a lien  on  the  stock  for  which  such  note  or  notes  are 
given. 

Sec.  3.  [Capital  Stock  Transferable .] — That  the  capital  stock  of 
said  corporation  shall  be  transferable  according  to  the  rules  and  regu- 
lations of  the  company,  and  if  any  subscriber  of  any  share  or  shares  of 
said  stock,  shall  neglect  or  refuse  to  pay  the  instalments  as  aforesaid, 
or  to  secure  the  payment  of  the  residue  of  the  stock  by  him  subscribed 
as  aforesaid,  for  the  space  of  sixty  days  after  the  same  shall  become 
due  or  required,  and  after  he  or  they  have  been  notified  thereof,  the 
stock  of  such  negligent  stockholders  shall  be  sold  by  the  directors,  at 
public  auction,  giving  at  least  twenty  days’  notice  thereof,  in  some 
newspaper  printed  in  Hartford,  and  the  proceeds  of  such  sale  shall  be 
first  applied  in  payment  of  the  instalment  called  for,  and  the  expenses 
attending  the  sale,  and'  the  balance,  if  any,  shall  be  refunded  to  the 
owner  of  said  stock ; and  such  sale  shall,  in  all  respects,  entitle  the  pur- 
chaser to  all  the  rights  of  a stockholder  to  the  extent  of  the  shares  so 
bought. 

Sec.  4.  [Character  of  Business  Authorized.] — The  said  corpora- 
tion is  authorized  and  empowered  to  make  insurances,  predicated  upon 
the  lives  of  persons,  and  on  such  terms  and  conditions  as  shall  be  from 
time  to  time  ordered  and  provided  for  by  the  by-laws  of  said  corpora- 
tion ; and  to  make  contracts  upon  any  and  all  conditions  appertaining  to, 
or  connected  with,  life  risks,  of  whatever  kind  or  nature,  and  policies 
may  be  issued,  stipulated  to  be  with  or  without  participation  in  profits 
by  the  insured ; but  all  dividends  which  shall  be  declared  upon  such 
insurances,  or  declared  to  stockholders,  which  are  not  claimed  and 
called  for  within  six  months  after  the  same  have  been  declared,  shall 
be  advertised  for  at  least  three  weeks  in  some  newspaper  printed  in 
Hartford,  and  if  not  demanded  within  one  year  after  the  publication 
of  said  notice,  shall  become  forfeited  to  said  company. 

Sec.  5.  [Policies  to  Married  Women.] — That  policies  may  be 
issued  by  said  company  to  any  married  woman  in  her  name,  or  in  the 
name  of  a third  person  as  trustee,  to  cause  to  be  insured  the  life  of  her 
husband,  for  any  given  period,  or  for  the  term  of  his  natural  life ; and 
in  case  of  her  surviving  her  husband,  the  sum  or  net  amount  of  in- 
surance shall  be  payable  to  her  for  her  sole  use  and  benefit,  free  from 
any  claims  of  either  or  any  of  the  creditors  or  representatives  of  her 
husband;  and  in  case  of  death  of  the  wife  before  the  decease  of  the 
husband,  the  amount  of  the  insurance  may  be  made  payable  after  her 
death  to  her  child  or  children,  for  his,  her  or  their  benefit,  or  their 
guardian  or  guardians,  if  under  age. 


PHCENIX  MUTUAL  LIFE. 


257 


Sec.  6.  [Married  Women’s  Policy  Exempt  from  Creditors.]—  That 
policies  of  insurance  issued  by  said  company  on  the  life  of  any  person, 
expressed  to  be  for  the  benefit  of  a married  woman,  whether  the  same 
be  effected  by  herself  or  her  husband,  or  by  any  other  person  in  her 
behalf,  shall  inure  to  her  separate  use  and  benefit,  and  that  of  her  or 
her  husband’s  children,  if  any,  as  may  be  expressed  in  said  policies,  in- 
dependently of  her  husband  and  his  creditors  and  representatives,  and 
also  independently  of  any  other  person  effecting  the  same  in  her  behalf, 
his  creditors  and  representatives. 

Sec.  7.  [Child  May  Insure  Life  of  Parent.] — That  it  shall  be  law- 
ful for  any  child  by  himself  or  herself,  and  in  his  or  her  name,  or  in 
the  name  of  any  third  person  as  his  or  her  trustee  or  guardian,  to  cause 
to  be  insured  for  his  or  her  sole  use,  the  life  of  his  or  her  parent ; and 
the  sum  or  net  amount  of  the  insurance  becoming  due  and  payable  by 
the  terms  of  the  insurance,  shall  be  payable  to  him  or  her,  and  for  his, 
her  or  their  own  use,  free  from  the  claims  of  the  representatives  of 
his  or  her  parent,  or  any  of  his,  her  or  their  creditors. 

Sec.  8.  [Election  of  Directors.] — That  the  office  of  said  company 
shall  be  located  in  the  city  of  Hartford,  and  the  stock,  property  and 
affairs  of  said  corporation  shall  be  managed  and  conducted  by  no  less 
than  five,  or  more  than  eleven  directors,  a majority  of  whom  shall  re- 
side in  this  State ; and  after  the  first  year,  all  to  be  chosen  by  ballot 
from  among  and  by  the  stockholders ; which  directors,  as  also  those  of 
the  first  year,  shall  hold  their  offices  until  .the  first  Tuesday  in  June 
next  ensuing  their  election  or  appointment,  and  until  others  are  chosen 
to  supply  their  places ; and  the  annual  meeting  for  the  choice  of  di- 
rectors shall  be  holden  at  the  city  of  Hartford,  on  the  first  Tuesday  in 
June,  or  on  such  other  day  in  the  month  of  June  as  shall  be  determined 
by  the  by-laws  of  said  corporation.  In  the  choice  of  directors  as  afore- 
said, each  stockholder  present,  or  represented  by  his  attorney,  shall 
be  allowed  one  vote  for  each  and  every  share  of  stock  then  held  by 
him,  and  none  but  stockholders  shall  be  eligible  to  the  office  of  director, 
and  a majority  of  said  directors  shall  constitute  a quorum  for  the  trans- 
action of  business. 

Sec.  9.  [When  Annual  Election  is  Not  Held.] — That  if  it  shall  so 
happen  that  an  election  of  directors  of  said  corporation  shall  not  take 
place  at  the  time  of  the  annual  meeting  thereof  in  any  year,  said  cor- 
poration shall  not  be  dissolved  thereby,  but  an  election  may  be  had  at 
any  time  within  one  year  thereafter,  the  time  to  be  designated,  and 
notice  thereof  given  by  the  directors ; and  public  notice,  by  order  of 
the  directors,  shall  always  be  given,  at  least  ten  days  previous  to  any 
meeting  of  the  stockholders,  in  a newspaper  printed  in  Hartford,  and 


2^8  CHARTERS  OF  LIFE  INSURANCE  COMPANIES. 

in  such  other  way  as  may  be  deemed  expedient.  And  the  president 
shall  have  power  to  call  special  meeting  of  the  stockholders,  whenever 
requested  thereto  by  a majority  of  the  directors. 

Sec.  10.  [Commissioners  to  Receive  Subscriptions.] — That  to 
carry  out  the  provisions  of  this  act,  and  to  organize  the  said  corpora- 
tion, Hezekiah  S.  Ramsdell,  A.  T.  Judson  and  Amos  M.  Collins,  be, 
and  they  hereby  are,  appointed  commissioners  for  the  purpose  of  re- 
ceiving subscriptions  to  the  capital  stock  thereof  and  the  first  instalment 
thereon;  and,  as  such,  are  hereby  authorized  to  receive  such  subscrip- 
tions, and  to  close  the  subscription  books  of  said  company,  when  the 
said  capital  stock  shall  be  fully  subscribed,  or,  in  case  the  capital  stock 
shall  be  oversubscribed,  to  distribute  and  apportion  the  same  among 
subscribers,  as  the  said  commissioners  shall  deem  proper ; and  when 
five  hundred  shares  of  said  capital  stock  shall  have  been  subscribed 
for,  and  the  first  instalment  aforesaid  has  been  paid  thereon,  said  stock- 
holders may  elect  a secretary  and  six  directors,  who,  with  said  secre- 
tary, shall  constitute  the  first  board  of  directors,  who  shall  hold  their 
offices,  with  all  the  powers  given  to  directors  by  this  act,  until  others 
are  chosen  to  supply  their  places ; and  the  directors  may,  after  the  stock 
shall  all  have  been  subscribed  for,  issue  a call  for  a meeting  of  the 
stockholders,  for  the  purpose  of  electing  the  remainder  of  the  directors. 
The  directors  shall  adopt  such  by-laws,  rules  and  regulations  as  may  be 
necessary  and  convenient  for  commencing  and  carrying  on  business 
under  this  act. 

Sec.  11.  [The  Directors  to  Choose  Officers.] — That  the  directors 
may  choose  a president,  vice-president  and  secretary  of  their  corpora- 
tion, and  appoint  such  other  officers,  clerks  and  agents  and  establish 
such  agencies,  as  shall  be  by  them  deemed  advisable  for  conducting 
the  business  of  the  company ; fix  their  compensatiohs,  and  take  bonds 
from  any  and  all  of  them  for  the  faithful  performance  of  their  duties, 
and  make  such  covenants  and  agreements  as  may  be  deemed  necessary. 
The  president  and  vice-president  shall  be  chosen  from  among  the 
directors,  and  shall  hold  their  appointments  for  one  year,  and  until 
others  are  chosen  to  supply  their  places ; but  the  other  officers,  clerks 
and  agents  of  said  company  may  be  displaced  and  new  ones  appointed, 
at  the  pleasure  of  the  directors.  In  the  absence  or  disability  of  the 
president,  the  vice-president  shall  preside,  and  if  both  are  absent  or 
disabled,  the  directors  may  choose  a president  pro  tempore ; and  in 
case  any  vacancy  shall  occur  in  the  board  of  directors,  the  remaining 
directors  may  choose  a director  or  directors  from  among  the  stock- 
holders, to  fill  such  vacancy,  who  shall  hold  their  appointment  until 
others  are  chosen  to  supply  their  places. 


PHCENIX  MUTUAL  LIFE. 


259 


Sec.  12.  [Policies  With  of  Without  Seal.] — That  all  policies  of  in- 
surance or  other  contracts,  authorized  by  this  act,  may  be  made  with 
or  without  the  seal  of  said  corporation,  and  shall  be  signed  by  the 
president  and  secretary,  and  being  so  signed  and  executed  shall  be 
binding  and  obligatory  upon  said  corporation,  according  to  the  true 
intent  and  meaning  of  such  policies  and  contracts. 

Sec.  13.  [Investment  of  Capital.] — That  the  capital  stock  of  said 
corporation  shall  be  invested  either  in  loans  upon  bond  and  mort- 
gages upon  real  estate,  or  in  United  States  stocks,  or  any  sound  stocks 
created  by  any  State  of  this  Union,  or  any  incorporated  city  of  this 
State ; provided,  that  said  corporation  may  loan  or  invest  twenty-five 
per  cent  of  its  capital  upon  and  in  indorsed  promisory  notes,  not  having 
more  than  twelve  months  to  run. 

Sec.  14.  [Company  May  Be  Sued.] — That  suits  at  law  may  be 
maintained  by  any  stockholder  or  person  insured  by  said  company 
against  said  corporation,  for  losses  or  damages  insured  against  by  saidi 
corporation,  if  payment  shall  be  withheld  more  than  sixty  days  after 
the  same  shall  be  due  and  payable  by  the  terms  of  the  policy  of  in- 
surance, or  other  contract,  and  after  said  corporation  shall  have  been 
duly  notified  of  such  loss  or  damage. 

Sec.  15.  [Legislature  to  Amend  Charter.] — That  this  act  may  be 
altered,  amended  or  repealed,  at  the  pleasure  of  the  general  assembly, 
and  nothing  contained  therein  shall  be  so  construed  as  to  authorize  said 
company  to  engage  in  the  business  of  banking. 

1 

Amendment  of  1861. 

Amending  the  charter  of  the  American  Temperance  Life  Insurance 
Company  of  Hartford,  Resolved  by  this  Assembly.  General 
Assembly,  May  session,  1861. 

Sec.  1.  [Name  of  Company  Changed.] — That  the  name  of  the 
American  Temperance  Life  Insurance  Company  be  and  the  same  is 
hereby  changed  to  the  name  of  the  Phoenix  Mutual  Life  Insurance 
Company ; and  that  the  affairs  of  said  company  shall  be  managed  by 
not  less  than  eleven  nor  more  than  thirty-six  directors ; said  company, 
by  its  by-laws,  may  prescribe  what  number  of  its  directors  shall  con- 
stitute a quorum  for  the  transaction  of  the  business  of  the  company. 

Sec.  2.  [New  Company  Assumes  Liabilities  of  the  Old.] — That 
nothing  herein  contained  shall,  in  any  way,  impair  or  affect  any  con- 
tract, liability,  obligation,  or  duty  of  the  said  American  Temperance 
Life  Insurance  Company,  made,  entered  into  or  incurred,  before  the 
alteration  of  said  charter,  with  or  to  any  other  person  or  persons,  cor- 


260  charters  of  life  insurance  companies. 

poration  or  corporations,  or  of  any  other  person  or  persons,  corporation 
or  corporations,  with  or  to  said  company,  or  any  proceedings  insti- 
tuted or  that  shall  be  instituted  to  enforce  any  contract,  obligation,  lia- 
bility or  duty  in  favor  of  or  against  said  corporation,  but  any  and  all 
such  contracts,  obligations,  liabilities,  duties  and  proceedings,  shall  be 
and  remain  valid  and  binding  in  all  respects  to  the  same  extent,  and 
liable  to  be  enforced  by  and  against  said  company,  by  the  name  of  the 
Phoenix  Mutual  Life  Insurance  Company,  in  the  same  manner  as  if 
none  of  the  alterations  of  said  charter  contained  in  this  resolve  had 
been  made. 

Sec.  3.  [ Inconsistent  Sections  Repealed .] — This  resolve  shall  go 
into  effect  on  the  first  day  of  July,  1861 ; and  that  so  much  of  the 
charter  of  the  American  Temperance  Life  Insurance  Company  as  is 
inconsistent  with  the  above  alterations  be,  and  the  same  is  hereby  re- 
pealed, and  all  other  parts  of  the  same,  together  with  the  foregoing 
resolve,  be  the  charter  of  the  Phoenix  Mutual  Life  Insurance  Company. 

Approved  June  25,  1861. 


Amendment  of  January,  1881. 

That  it  is  the  business  of  the  Phoenix  Mutual  Insurance  Company  of 
Hartford,  Conn.,  to  invest  its  funds  as  allowed  by  law,  and  to  hold  all 
real  estate  wherever  situate,  which  shall  have  been,  or  shall  hereinafter 
be,  obtained  in  compliance  with  the  provisions  of  its  charter,  and  all 
such  investments  in  and  acquisitions  of  real  estate  are  declared  to  be 
necessary,  suitable,  and  proper  for  carrying  forward  the  chartered  pur- 
poses of  said  corporation. 

Approved  April  6,  1881. 


Amendments. 

The  following  amendment  to  the  charter  of  the  Phoenix  Mutual  Life 
was  made  by  the  Legislature  of  Connecticut  in  January,  1889. 

Sec.  1.  That  the  present  board  of  directors  of  the  Phoenix  Mutual 
Life  Insurance  Company  of  Hartford  be  and  they  are  hereby  authorized 
and  directed  to  call  a meeting  of  all  persons  whose  lives  are  shown  by 
its  books  to  be  insured  by  said  corporation,  under  policies  entitling  them 
to  share  in  the  profits  of  said  company,  to  be  held  at  its  office  or  at 
some  other  place  in  the  city  of  Hartford,  on  a day  named  in  said  call, 
which  day  shall  be  on  or  before  the  third  day  of  December,  1889,  to 
vote  upon  the  acceptance  of  the  authority  hereinafter  granted  to  pur- 
chase the  capital  stock  of  said  company,  which  meeting  shall  be  called 


PHCENIX  MUTUAL  LIFE. 


26l 


by  sending,  or  causing  to  be  sent,  a notice  by  mail  at  least  twenty  days 
before  said  meeting,  of  the  time,  place,  and  object  thereof,  to  every 
person  whose  life  on  the  first  day  of  July,  1889,  shall  then  be  shown  by 
the  books  of  the  company  to  be  insured  by  said  corporation  through  or 
by  means  of  a policy  of  insurance  entitled  to  participation  in  the  profits 
of  said  company,  so  far  as  their  residences  are  then  known  to  the  com- 
pany, and  by  causing  a similar  notice  to  be  published  in  one  or  more 
newspapers  in  Hartford  at  least  ten  days  before  the  day  of  such 
meeting. 

Sec.  2.  A majority  of  those  persons  present  or  duly  represented  at 
said  meeting,  and  who  also  represent  a majority  in  amount  of  policies 
held  by  all  said  persons  so  present  or  represented,  are  hereby  authorized 
and  empowered  to  purchase  for  the  benefit  of  all  said  insured  persons 
all  of  the  shares  of  the  capital  stock  of  said  company  from  the  then 
holders  thereof,  at  a price  or  prices  not  exceeding  $250  per  share,  to- 
gether with  interest  on  said  sum  from  and  after  the  first  day  of  July, 
1889,  at  the  rate  of  five  per  centum  per  annum,  together  with  all  taxes 
hereafter  assessed  thereon,  deducting  the  amount  of  any  dividend  or 
dividends  received  after  May,  1,  1889,  which  purchase  prices  may  be 
paid  out  of  the  surplus  of  said  company ; provided,  however,  that  such 
prices  be  first  approved  by  the  Insurance  Commissioner  of  this  State  as 
not  impairing  the  policy  reserves  of  said  company,  computed  according 
to  such  standard  of  value  as  may  be  required  by  the  laws  of  this  State 
or  any  other  State  in  which  said  company  is  now  doing  or  has  formerly 
done  business ; and  provided,  further,  that  none  of  said  shares  shall  be 
thus  purchased  at  any  price,  unless  at  least  a majority  of  said  capital 
stock  is  purchased,  and  that  if  any  said  stock  is  purchased,  all  that  is 
offered  at  the  same  price  shall  be  purchased ; and  provided  further, 
that  the  Insurance  Commissioner,  if  he  does  not  approve  the  price  of 
$250  per  share,  may  fix  a less  sum  to  be  paid  per  share,  having  regard 
in  determining  such  price  to  the  policy  reserves  and  the  condition  of 
said  company. 

Sec.  3.  In  case  the  purchase  of  any  of  said  capital  stock  shall  be 
made  in  accordance  with  the  provisions  of  the  preceding  section,  the 
transfers  thereof  shall  be  made  to  the  Insurance  Commissioner  and  his 
successors  in  office,  who  shall  take  and  hold  the  same  in  trust  for  all 
the  persons  who  are  insured  in  said  company  under  policies  which  en- 
title them  to  participate  in  the  profits  of  said  company,  until  all  of  said 
capital  stock  shall  have  been  so  purchased,  when  the  same  shall  be  duly 
canceled  and  retired,  and  certificates  thereof  surrendered  to  the  com- 
pany. Whenever  any  of  said  stock  shall  be  purchased  as  herein  au- 
thorized, the  president  and  secretary  of  the  company  at  the  time  are 


26  2 


CHARTERS  OF  LIFE  INSURANCE  COMPANIES. 


authorized  and  directed  to  pay  for  the  same  out  of  any  of  the  funds  of 
the  company. 

Sec.  4.  The  annual  meeting  of  the  stockholders  of  the  company 
shall  be  called  for  such  day  in  the  month  of  June,  1889,  as  is  provided 
-in  its  charter  and  by-laws ; but  immediately  after  it  is  called  to  order 
shall  be  adjourned  without  the  transaction  of  other  business  until  the 
first  secular  day  next  succeeding  the  day  in  which  the  meeting  provided 
for  in  Sec.  1 of  this  resolution  is  to  be  held.  The  directors  of  the  com- 
pany shall,  in  the  meantime,  continue  to  hold  their  offices;  and  any 
vacancy  in  the  board  of  directors  or  in  the  executive  offices  may  be 
filled  until  said  adjourned  annual  meeting. 

Sec.  5.  At  said  adjourned  annual  meeting  to  be  held  as  provided 
in  the  preceding  section,  the  Insurance  Commissioner  shall  be  entitled 
to  vote  on  any  stock  which  may  then  be  standing  in  his  name,  as  trustee, 
and  any  of  the  persons  for  whom  he  holds  said  stock  in  trust  shall  be 
eligible  as  directors  in  said  company  so  long  as  they  continue  to  be  in- 
sured by  policies  entitling  them  to  share  in  the  profits  of  the  company, 
and  said  Insurance  Commissioner  in  voting  for  directors  shall  only 
vote  for  persons  who  are  thus  insured. 

Sec.  6.  At  said  adjourned  annual  meeting  to  be  held  as  hereinbe- 
fore provided,  there  shall  be  chosen  fifteen  directors,  all  of  whom  shall 
be  persons  whose  lives  are  insured  under  policies  of  said  company  en- 
titling them  to  participate  in  the  profits  of  the  company,  and  at  least 
two-thirds  of  whom  shall  be  residents  of  this  State ; and  the  directors 
thus  chosen  shall,  at  their  first  meeting,  cast  lots  for  the  length  of  term 
they  shall  each  serve,  five  of  whom  shall  serve  until  the  last  Tuesday 
in  February,  1890,  five  until  the  last  Tuesday  in  February,  1891,  and 
five  until  the  last  Tuesday  in  February,  1892. 

Sec.  7.  At  each  annual  meeting  of  said  corporation,  after  the  meet- 
ing to  be  held  in  1889,  as  aforesaid,  there  shall  be  chosen  five  directors 
to  hold  office  for  three  years,  and  until  others  are  chosen  in  their  stead. 

Sec.  8.  Whenever  all  of  the  capital  stock  has  been  retired  as  pro- 
vided in  Sec.  3,  the  company  shall  not  thereby  be  dissolved  or  cease  to 
«xist,  but  said  Phoenix  Mutual  Life  Insurance  Company  shall  there- 
after continue  to  be  the  same  identical  body,  politic  and  corporate,  for 
the  purpose  of  life  insurance,  and  for  other  purposes  herein  mentioned, 
and  by  that  name  shall  be  and  is  hereby  empowered  to  purchase,  have, 
hold,  possess,  and  enjoy,  to  themselves  and  their  successors,  lands,  tene- 
ments, hereditaments,  goods,  chattels  and  effects  of  every  kind,  and  the 
same  to  grant,  alien,  sell,  invest  and  dispose  of ; to  sue  and  be  sued, 
plead  and  be  impleaded  in  all  courts  of  justice,  and  to  have  and  use  a 
common  seal,  and  the  same  to  change,  break  and  renew  at  pleasure ; 


PHCENIX  MUTUAL  LIFE. 


263 

and  to  ordain  and  put  in  execution  such  by-laws  and  regulations  as 
they  may  deem  proper  for  the  well  ordering  and  government  of  said 
corporation  and  the  transaction  of  its  busineses ; provided,  they  be  not 
repugnant  to  the  laws  of  the  United  States  or  of  this  State,  or  to  the 
provisions  of  this  amended  act  of  incorporation. 

Sec.  9.  After  said  stock  shall  have  been  retired,  as  aforesaid,  each 
and  every  person,  whose  life  then  is  or  at  any  time  thereafter  shall  be 
insured  by  said  company,  through  or  by  means  of  any  policy  of  in- 
surance entitled  to  a participation  in  the  profits  of  said  company,  shall 
be  a member  of  said  corporation  for  and  during  the  existence  of  such 
participating  insurance,  and  no  longer,  and  shall  at  all  times  be  bound 
and  concluded  by  the  provisions  of  this  act ; but  any  such  member  may, 
at  any  time,  sue  or  be  sued  by  said  corporation,  and  no  such  person  shall 
be  in  any  way  personally  liable  for  any  of  the  debts  of  said  corpora- 
tion ; and  thereafter  all  the  assets  of  said  company  and  its  earnings  shall 
vest  in  and  belong  to  said  company  as  a mutual  company,  and  shall  be 
managed  and  conducted  by  said  fifteen  directors,  to  be  elected  as  here- 
inbefore provided. 

Sec.  10.  An  annual  meeting  for  the  election  of  directors  and  other 
proper  business  shall  be  holden  in  the  city  of  Hartford  on  the  last  Tues- 
day of  February,  1890,  and  annually  on  the  same  day  thereafter.  In 
the  choice  of  directors  and  in  all  meetings  of  the  insured,  each  person 
whose  life  is  insured  by  a policy  which  is  entitled  to  a participation  in 
the  profits  of  the  company  and  who  is  present  personally  or  by  his 
proxy  shall  be  entitled  to  one  vote.  The  company  by  its  by-laws  may 
determine  what  number  of  directors  shall  constitute  a quorum,  and 
whether  any  and  what  notice  of  directors’  meetings  shall  be  given. 

Sec.  it.  Public  notice  by  order  of  the  directors,  shall  always  be 
given  at  least  ten  days  previous  to  any  meeting  of  the  insured,  in  a 
newspaper  printed  in  Hartford,  and  in  such  other  way  as  the  by-laws 
may  prescribe,  and  the  president  shall  call  special  meetings  of  the  in- 
sured whenever  requested  thereto  by  a majority  of  the  directors. 

Sec.  12.  The  directors  may  choose  a president,  a vice-president 
and  secretary  of  the  corporation,  and  appoint  such  other  officers, 
clerks  and  agents,  and  establish  such  agencies  in  this  State  and  else- 
where as  shall  be  by  them  deemed  advisable  for  conducting  the  busi- 
ness of  said  company,  fix  their  compensation  and  take  bonds  from  anv 
and  all  of  them  for  the  faithful  performance  of  their  duties  and  make 
such  covenants  and  agreements  as  may  be  deemed  necessary;  but  no 
director  or  officer  of  said  corporation  shall  directly  or  indirectly  in  anv 
way  receive  anv  commission  on  premiums  as  compensation  for  services 
or  otherwise.  The  president  and  vice-president  shall  be  chosen  from 


264 


CHARTERS  OF  LIFE  INSURANCE  COMPANIES. 


among  the  directors  and  may  hold  their  appointments  for  one  year,  and 
until  others  are  chosen  to  supply  their  places ; but  the  other  officers  and 
servants  of  said  company  may  be  displaced  and  new  ones  appointed  at 
the  pleasure  of  the  directors.  In  the  absence  or  disability  of  the  presi- 
dent, the  vice-president  shall  preside ; and  if  both  are  absent  or  disabled, 
the  directors  may  choose  a president  pro  tempore,  and  in  case  any  va- 
cancy shall  occur  in  the  board  of  directors,  the  remaining  directors  may 
choose  a director  or  directors  from  among  the  said  insured  to  fill  such 
vacancy  for  the  remainder  of  the  term  in  which  said  vacancy  exists, 
who  shall  hold  the  appointment  until  others  are  chosen  to  supply  their 
places. 

Sec.  13.  Said  corporation  is  authorized  and  empowered  to  make 
contracts  of  insurance  predicated  upon  the  lives  of  persons,  and  to 
issue  policies  or  certificates  insuring  or  protecting  persons  against  loss 
of  life  or  personal  injury  resulting  from  any  cause,  on  such  terms  and 
conditions  as  shall  be  from  time  to  time  ordered  and  provided  for  by 
the  by-laws  of  said  corporation,  and  to  make  contracts  upon  any  and 
all  conditions  appertaining  to  or  connected  with  life  risks  of  whatever 
kind  or  nature,  and  policies  may  be  issued,  stipulated  to  be  with  or 
without  participation  in  profits,  and  said  company  may  grant  and  issue 
annuities  either  in  connection  with  or  separate  from  contracts  of  in- 
surance predicated  upon  life  risks. 

Sec.  14.  All  policies  of  insurance  or  other  contracts  authorized  by 
this  act  may  be  made  with  or  without  the  seal  of  said  corporation,  and 
shall  be  signed  by  the  president  and  secretary,  and  being  so  signed  and 
executed,  shall  be  binding  and  obligatory  upon  said  corporation,  ac- 
cording to  the  true  intent  and  meaning  of  such  policies  and  contracts ; 
and  any  such  policy  may  be  surrendered  by  the  insured  and  beneficiary 
named  therein,  and  assignee,  if  the  policy  be  assigned ; and  in  case  of 
minor  children,  by  the  guardian,  or  father,  if  living,  or  the  person  pay- 
ing premiums  thereon,  which  surrender  shall  be  in  writing. 

Sec.  15.  This  act  shall  in  no  manner  impair  or  qualify  the  obliga- 
tion of  any  contract,  liability,  note,  or  debt  of  said  company,  either  in 
favor  of  or  against  it,  or  the  evidences  thereof,  nor  in  any  manner  affect 
the  title  to  any  property  or  estate  of  said  company,  or  in  any  manner 
impair  the  rights  of  the  present  holders  of  policies  of  insurance  in  the 
same.  All  those  parts  of  the  original  charter  of  said  company,  and  the 
amendments  thereto,  which  are  inconsistent  herewith,  are  hereby  re- 
pealed ; but  such  repeal  shall  in  no  manner  affect  any  suit  or  proceed- 
ing now  pending,  or  any  cause  of  action  now  existing  in  favor  of  or 
against  said  company. 

Sec.  16.  It  shall  not  be  necessary  for  the  provisions  of  this  resolu- 


PHCENIX  MUTUAL  LIFE. 


265 


tion  to  be  accepted  by  said  Phoenix  Mutual  Life  Insurance  Company 
before  the  same  shall  become  operative  as  an  amendment  to  the  charter 
of  said  company,  but  the  same  shall  become  so  operative  in  case  the 
insured  who  are  present  are  represented  at  the  meeting  provided  for  in 
Sec.  1 of  this  resolution  shall  vote  to  purchase  the  stock  as  provided  in 
Sec.  2 ; but  if  they  shall  not  so  vote,  or  in  case  a majority  of  said  capital 
stock  shall  not  be  purchased  as  herein  provided,  then  said  Phoenix 
Mutual  Life  Insurance  Company  shall  continue  to  be  a stock  corpora- 
tion as  now  provided  in  its  charter  and  the  amendments  thereto. 


Amendment  of  1901. 

Amendment  to  the  charter  of  the  Phoenix  Mutual  Life  Insurance  Com- 
pany of  Hartford,  Conn.,  passed  by  the  General  Assembly  of  the 
State  of  Connecticut  at  its  January,  1901,  session  and  approved 
by  the  governor,  April  4,  1901. 

That  the  annual  meeting  of  the  Phoenix  Mutual  Life  Insurance  Com- 
pany shall  hereafter  be  held  on  such  day  in  each  year  during  the  month 
of  January,  as  shall  be  previously  designated  and  appointed  by  the  di- 
rectors for  that  purpose,  provided,  however,  that  public  notice  of  each 
meeting  shall  be  given  by  order  of  said  directors  at  least  ten  days  pre- 
vious thereto,  as  now  provided  in  the  charter  of  said  company. 

At  a special  meeting  of  the  members  of  the  Phoenix  Mutual  Life 
Insurance  Company  held  on  the  twenty-seventh  day  of  May,  1901,  it 
was  voted  that  the  resolution  amending  the  charter  of  the  Phoenix 
Mutual  Life  Insurance  Company  passed  by  the  General  Assembly  of 
the  State  of  Connecticut  at  its  January,  1901,  session,  and  approved 
April  4,  1901,  be  and  the  same  is  hereby  accepted. 

Attest  : SECRETARY. 


EXTRACTS  FROM  THE  BY-LAWS. 

1.  The  secretary  of  the  company  shall  give  notice  of  the  annual  meeting  by 
advertisement  in  some  daily  newspaper  published  in  Hartford  at  least  ten  days 
before  the  meeting.  Special  meetings  may  be  called  at  any  time  by  the  presi- 
dent, or  by  the  secretary  at  the  direction  of  the  president,  and  shall  be  called  at 
any  time  in  accordance  with  a vote  of  the  directors,  or  at  the  written  request  of 
any  five  of  them. 

2.  A directors’  meeting  shall  be  held  immediately  after  the  adjournment  of 
the  annual  meeting  of  the  company  for  the  election  of  officers  for  the  ensuing 
year. 

3.  The  directors  shall  choose  by  ballot  a president,  vice-president  and  secre- 
tary, and  may  from  time  to  time,  at  their  discretion,  elect  more  than  one  vice- 
president,  one  or  more  assistant  secretaries,  and  one  or  more  actuaries. 

They  may  also  elect  and  choose  a president  of  the  board  of  directors,  who  shall 


266 


CHARTERS  OF  LIFE  INSURANCE  COMPANIES. 


discharge  all  duties  that  may  be  assigned  to  him  from  time  to  time  by  the 
directors. 

They  shall  also  appoint  an  executive,  a finance,  and  an  auditing  committee,  and 
may  select  and  appoint  a chairman  of  said  finance  committee. 

4.  The  chairman  of  the  board  of  directors  shall  preside  at  meetings  of  the 
board,  but  in  case  of  his  absence  the  president  of  the  company  shall  preside. 

The  president  of  the  company  shall  preside  at  all  meetings  of  the  corporation. 

5.  The  executive  committee  shall  consist  of  three  or  more  directors,  as  may  be 
determined  from  time  to  time  by  the  board.  This  committee,  subject  to  the 
regulations  and  control  of  the  board  of  directors,  shall  have  charge  of  the 
purchase  and  sale  of  bonds  and  stocks.  It  shall  also  be  the  duty  of  this  com- 
mittee to  consider  all  general  questions  that  arise  concerning  the  property  and 
assets  of  the  company  and  its  investments,  and  the  manner  in  which  they  are 
made,  and  to  advise  the  board  of  directors  in  relation  to  such  questions.  Said 
committee  shall  monthly  make  a report  in  writing  to  the  directors  of  its  doings 
and  recommendations. 

6.  The  finance  committee  shall  consist  of  three  or  more  directors  as  may 
be  determined  from  time  to  time  by  the  board  and  (subject  to  any  regula- 
tions which  the  board  of  directors  may  from  time  to  time  prescribe) 
shall  have  charge  of  the  making  of  loans  by  the  company  and  of  the  sale  of  real 
estate.  Said  committee  shall  monthly  report  in  writing  to  the  board  a list  of 
all  loans  unanimously  approved  by  them,  and  an  account  of  real  estate  sold, 
which  report  shall  be  signed  by  the  members  of  said  committee  and  shall  be 
kept  on  file. 

7.  The  chairman  of  the  finance  committee  shall,  during  the  pleasure  of  this 
board,  have  charge  of  the  financial  department  of  the  company,  and  as  the  agent 
or  attorney  of  the  company  shall  execute  and  discharge  all  duties  that  may  be 
from  time  to  time  assigned  to  him  by  said  board  of  directors. 

8.  The  auditing  committee  shall  consist  of  two  directors,  neither  of  whom 
shall  be  an  executive  officer;  and  it  shall  be  the  duty  of  said  committee  to  ex- 
amine the  monthly  balance  sheets  of  the  company,  and  once  in  each  year  the 
annual  statement,  verifying  the  same  by  such  examinations  of  account  as  to 
said  committee  may  seem  necessary  or  proper;  and  said  monthly  balance  sheets 
so  verified  shall  be  submitted  to  the  directors  whenever  requested  by  said  board ; 
and  said  annual  statement  so  verified  shall  be  submitted  to  the  directors  within 
thirty  days  after  the  same  shall  be  completed. 

9.  The  directors  may  from  time  to  time  provide  terms  and  conditions  of  in- 
surance upon  which  policies  may  be  issued  and  may  at  their  discretion  delegate 
said  power  to  the  executive  officers  of  the  company. 

10.  Six  directors  shall  constitute  a quorum  for  the  transaction  of  business. 

11.  These  by-laws  may  be  amended,  altered  or  repealed  at  any  legal  meeting  of 
the  members  of  this  company,  but  no  new  by-law  shall  be  adopted  and  no  exist- 
ing by-law  shall  be  amended  or  repealed  unless  written  notice  of  such  proposed 
action  shall  have  been  given  in  the  call  for  the  meeting  at  which  such  adoption, 
amendment  or  repeal  is  to  be  acted  upon. 


PITTSBURGH  LIFE  AND  TRUST. 


267 


PITTSBURGH  LIFE  AND  TRUST  COMPANY. 


An  act  for  incorporating  the  Co-Operative  Life  Insurance  Company 
of  Western  Pennsylvania. 

Sec.  1.  Be  it  enacted  by  the  Senate  and  House  of  Representatives 
of  the  Commonwealth  of  Pennsylvania  in  general  assembly  met,  and 
it  is  hereby  enacted  by  the  authority  of  the  same,  that  the  corporate 
name  of  the  Co-Operative  Relief  Association  of  Birmingham,  Penn., 
which  is  a corporation  in  this  State  organized  under  the  provisions  of 
the  act  of  October  13,  1840,  relating  to  benevolent  associations,  be 
and  it  is  hereby  changed  to  Co-Operative  Life  Insurance  Company  of 
Western  Pennsylvania,  and  the  said  corporation  shall  hereafter  be 
known  by  such  new  name,  but  such  change  of  name  shall  in  no  manner 
affect  the  existing  obligations  of  said  corporation. 

Sec.  2.  The  capital  stock  of  said  corporation  may  be  increased  to 
two  thousand  shares  of  the  par  value  of  one  hundred  dollars  each ; pro- 
vided, that  no  person  shall  subscribe  or  hold  more  than  fifty  such 
shares. 

Sec.  3.  When  five  hundred  shares  have  been  subscribed  and  not 
less  than  five  dollars  per  share  has  been  paid  in  cash  the  president,  sec- 
retary and  treasurer  of  said  corporation  shall  certify  to  the  governor 
under  their  hands  and  seals  the  names  of  all  the  subscribers  to  said 
stock,  the  number  of  shares  subscribed  by  them  and  the  amount  paid 
in  by  them  respectively,  and  the  governor  shall  thereupon  by  letters 
patent  under  his  hand  and  seal  and  the  seal  of  the  State  enact  and 
create  the  aforesaid  Co-Operative  Relief  Association  and  those  who 
are  or  may  hereafter  become  associated  with  it  by  virtue  of  this  act 
into  a body  politic  and  corporate  in  deed  and  in  law  under  the  name 
of  the  Co-Operative  Life  Insurance  Company  of  Western  Pennsyl- 
vania, with  all  the  rights  and  privileges  and  subject  to  all  the  restric- 
tions set  forth  in  the  act,  entitled  “An  act  to  incorporate  the  United  Se- 
curity Life  Insurance  and  Trust  Company  of  Pennsylvania/’  approved 
the  thirteenth  day  of  April,  A.  D.  1868. 

Sec.  4.  The  principal  office  of  said  corporation  shall  be  located  at 
such  place  within  the  county  of  Allegheny  as  the  directors  thereof  shall 
determine. 

Sec.  5.  This  corporation  shall  pay  into  the  treasury  of  the  Com- 


268 


CHARTERS  OF  LIFE  INSURANCE  COMPANIES. 


monwealth  such  bonus  on  its  capital  stock  and  such  tax  on  dividends 
as  are  now  or  may  hereafter  be  required  by  law. 

JOHN  CLARK, 

Speaker  of  the  House  of  Representatives. 
WILMER  WORTHINGTON, 
Speaker  of  the  Senate. 

Approved  the  twelfth  day  of  February,  A.  D.  1869. 

JOHN  W.  GEARY. 

Powers  of  the  United  Security  Life  Insurance  and  Trust  Company 
conferred  on  the  Co-Operative  Life  Insurance  Company  of  Western 
Pennsylvania. 

JjC  5-C  ;jt  ^ 

Sec.  2.  The  said  subscribers,  their  associates  and  successors,  shall 
have  perpetual  succession,  and  be  able  to  sue  and  be  sued,  plead  and 
be  impleaded  in  all  courts  of  record  and  elsewhere,  and  to  purchase, 
hold,  use,  occupy,  possess  and  enjoy  to  them  and  their  successors,  lands, 
tenements,  hereditaments,  goods,  chattels  and  effects  or  choses  in 
action,  and  all  other  property  of  what  nature  or  kind  soever,  real,  per- 
sonal and  mixed,  and  the  same  from  time  to  time  to  sell,  demise,  grant, 
alien  and  dispose  of ; provided,  that  the  yearly  income  of  the  real 
estate  so  held  except  it  be  such  as  shall  or  may  be  conveyed  to  said 
company  as  security  for  or  in  payment  of  any  debt  due  or  towards 
satisfying  any  judgment  or  execution  held  by  said  company,  or  such  in 
which  the  office  or  agency  or  place  of  business  of  the  company  may  be 
located,  shall  not  exceed  such  sum  as  shall  be  required  for  transacting 
the  necessary  and  legitimate  purposes  thereof  as  a life  insurance  and 
trust  company. 

Sec.  3.  The  corporation  hereby  created,  although  a stock  company, 
may  embrace  the  mutual  system,  thus  combining  the  benefits  of  both  a 
stock  and  mutual  insurance  company,  and  shall  have  power  to  make  all 
kinds  of  insurance  upon  life  or  lives,  to  lend  money  on  bottomry  or 
respondentia,  to  receive  and  hold  on  deposit  and  in  trust  real  estate  and 
personal,  and  money  of  individuals  and  corporations,  to  insure  the 
respective  lives  and  health  of  its  members  and  others,  and  to  make  all 
and  every  insurance  appertaining  to  life  risks  of  whatever  kind  or 
nature,  and  to  receive  and  execute  trusts,  to  make  endowments,  and  to 
grant  and  purchase  annuities,  and  to  cause  themselves  and  others  to 
be  insured  against  any  loss  or  risk  in  the  course  of  their  business,  and 
generally  to  do  and  perform  all  other  matters  and  things  connected 
with  and  proper  to  promote  their  objects. 

Sec.  4.  All  the  corporate  powers  of  the  said  company  shall  be  ex- 


PITTSBURGH  LIFE  AND  TRUST. 


269 


ercised  by  a board  of  directors  and  such  officers  and  agents  as  they 
may  appoint ; the  board  of  directors  shall  consist  of  not  less  than  seven 
stockholders;  they  shall  annually  elect  from  among  the  directors  a 
president  and  vice-president,  who  shall  continue  in  office  for  the  term 
of  one  year,  and  until  others  shall  be  elected  in  their  stead,  and  shall 
have  power  to  declare  by  by-laws  what  number  of  directors  less  than 
a majority  of  the  whole,  shall  be  a quorum  for  the  transaction  of 
business. 

* * * . * 

Sec.  6.  The  directors  shall  be  elected  annually  by  ballot  on  the 
second  Wednesday  in  January,  by  the  stockholders  or  their  legally  con- 
stituted agents ; and  each  share  of  stock  shall  entitle  the  holder  thereof 
to  one  vote  at  the  election,  to  be  held  at  the  office  of  the  company,  at 
a general  meeting  of  the  stockholders  convened  for  that  purpose,  by 
ten  days’  public  notice  in  two  or  more  newspapers  published  in  the  city 
of  Philadelphia ; provided,  that  if  it  should  happen  at  any  time  that  an 
election  of  directors  shall  not  be  made,  when  pursuant  to  this  act  it 
should  have  been  made,  the  company  for  that  cause  shall  not  be  dis- 
solved ; and  it  shall  be  lawful,  within  forty  days  thereafter  to  hold  and 
make  an  election  of  directors,  in  such  manner  as  the  by-laws  of  the 
company  may  prescribe ; and  the  president  and  directors  for  the  time 
being  shall  be  continued  in  office  until  such  election  shall  take  place ; 
and  in  the  event  of  death,  resignation  or  removal  of  any  director  from 
his  office,  the  vacancy  may  be  filled  by  the  remaining  directors,  in  such 
manner  as  the  by-laws  may  prescribe. 

Sec.  7.  The  president  and  directors  shall  have  power  to  elect  a 
secretary,  and  appoint  such  other  agents  and  clerks  as  may  to  them  ap- 
pear proper,  to  fix  their  compensation  and  pay  the  same,  and  discharge 
such  clerks  or  agents ; and  the  capital  stock  shall  be  called  in  and  paid 
in  such  instalments  and  at  such  time  and  places  as  the  directors  for 
the  time  being  may  require  and  designate,  who  shall  give  fifteen  days’ 
notice  thereof,  in  two  or  more  papers  published  in  the  city  of  Phila- 
delphia; and  if  any  stockholders,  subscriber,  their  assignee  or  trans- 
feree, shall  refuse  or  neglect  to  pay  such  proportion  or  instalment  at 
the  time  and  place  appointed,  such  stockholder,  subscribers,  assignee 
or  transferee  shall,  at  the  option  of  the  directors,  forfeit  to  the  use  of 
the  company  all  his,  her  or  their  right,  title  and  interest  in  and  to  every 
share  on  which  said  instalment  has  not  been  duly  paid ; and  fresh  sub- 
scription may  be  opened  for  the  same  in  such  manner  as  the  by-laws 
may  prescribe,  or  the  directors  may,  at  their  option,  commence  suit  for 
the  same  and  recover  against  the  subscriber  or  holder  of  such  stock, 
for  the  amount  of  the  instalment  or  proportion  so  unpaid ; provided, 


270 


CHARTERS  OF  LIFE  INSURANCE  COMPANIES. 


that  no  stockholder  or  subscriber  shall  be  permitted  to  vote  at  any  elec- 
tion for  directors,  or  at  any  general  or  special  meeting  of  the  company, 
on  whose  share  or  shares  any  instalment  or  arrearages  may  be  due, 
more  than  ten  days  previous  thereto,  nor  shall  any  stockholder  vote  at 
any  such  meeting  or  election,  whose  stock  has  not  been  standing  in  his 
or  her  name  on  the  books  of  the  company  at  least  thirty  days. 

Sec.  8.  That  it  shall  be  lawful  for  the  said  directors  to  invest  and 
improve  the  capital  stock  or  any  part  thereof,  and  all  moneys  received 
for  premiums  or  otherwise,  funds  of  other  property,  in  any  public 
stocks,  or  funded  debt  created  or  to  be  created,  by  or  under  any  laws 
of  this  State  or  any  other  State  or  the  United  States,  and  in  bonds  and 
mortgages  and  ground  rents : and  may  also  invest  such  portions  of  the 
accumulations  of  said  capital  stock  as  to  them  may  seem  expedient,  in 
the  same  securities  or  either  of  them,  the  same  to  sell,  transfer  or  ex- 
change at  pleasure,  and  again  to  invest  the  same  or  any  part  thereof,  in 
such  stocks  or  funds  or  otherwise  whenever  and  as  often  as  said  direc- 
tors may  deem  it  expedient,  or  they  may  deposit  the  same  with  any 
banking  or  savings  institution,  with  or  without  interest,  for  such  time 
and  on  such  terms  and  under  such  restrictions  as  the  directors  for  the 
time  being  shall  deem  most  expedient ; the  directors  also  shall  have  the 
power  from  time  to  time,  to  declare  and  pay  to  the  stockholders,  out 
of  the  profits  of  the  company,  such  dividends  as  they  shall  deem  ex- 
pedient. and  also  to  declare  and  divide  to  parties  insured  such  propor- 
tion of  profits  as  they  may  be  entitled  to  receive,  under  such  rules  as 
the  directors  may  establish  for  the  government  of  any  insurances  made 
by  the  company ; provided,  that  every  regulation  which  the  board  of 
directors  may  make,  in  regard  to  the  declaring  of  dividends,  or  the  ac- 
cumulation or  diminution  of  the  funds  of  the  company,  shall  be  bind- 
ing on  all. 

Sec.  9.  The  stock  of  the  said  company  shall  be  transferred  on  the 
books  of  said  company,  in  such  manner  only  as  the  by-laws  of  the  com- 
pany shall  direct. 

Sec.  10.  Within  thirty  days  after  the  first  Monday  in  January  in 
each  year  it  shall  be  the  duty  of  the  officers  of  the  company  to  cause  to 
be  made  and  published  a statement  of  the  business  of  the  company,  for 
the  year  ending  on  the  thirty-first  of  December  previous,  showing  also 
the  nature  and  amount  of  the  investments  of  the  capital  and  assets  of 
the  company. 

Sec.  11.  The  directors  for  the  time  being  shall  have  power  to 
ordain,  establish  and  put  in  execution  such  rules,  regulations,  ordi- 
nances and  by-laws  as  they  may  deem  essential  for  the  well  government 
of  the  company,  not  contrary  to  the  Constitution  of  the  United  States 


PITTSBURGH  LIFE  AND  TRUST. 


271 


or  the  State  of  Pennsylvania,  and  generally  to  do  and  perform  all  acts, 
matters  and  things  which  a corporation  may  or  can  do  lawfully. 

Sec.  12.  The  business  of  the  company  shall  be  carried  on  in  the 
city  of  Philadelphia,  Penn.,  or  elsewhere  by  agency,  as  the  directors 
shall  determine,  and  at  such  agencies  as  they  may  establish. 

Sec.  13.  It  shall  be  lawful  for  any  married  woman  by  herself  and 
in  her  name  or  in  the  name  of  any  third  person,  with  her  assent,  as  her 
trustee,  to  cause  to  be  insured  for  her  sole  use  the  life  of  her  husband ; 
and  in  case  of  her  surviving  her  husband,  the  sum  or  net  amount  of  the 
insurance,  becoming  due  and  payable  by  the  terms  of  the  insurance, 
shall  be  payable  to  her  to  and  for  her  own  use,  free  from  the  claims  of 
the  representatives  of  her  husband  or  any  of  his  creditors. 

Sec.  14.  In  case  of  the  death  of  the  wife  before  the  decease  of  her 
husband,  the  amount  of  the  insurance  may  be  made  payable  after  death, 
to  her  children  for  their  use,  and  to  their  guardian,  if  under  age. 

Sec.  15.  It  shall  be  lawful  for  any  child,  by  himself  or  herself,  and 
in  his  or  her  name,  or  in  the  name  of  any  third  party,  as  his  or  her 
trustee,  to  cause  to  be  insured,  for  his  or  her  sole  use,  the  life  of  his  or 
her  parent,  and  the  sum  or  net  amount  of  the  insurance  becoming  due 
and  payable  by  the  terms  of  the  insurance,  shall  be  payable  to  him  or 
her,  and  for  his,  her  or  their  own  use,  free  from  the  claims  of  the  rep- 
resentatives of  his  or  her  parent  or  any  of  his  or  her  creditors. 

Sec.  16.  It  shall  be  lawful  for  any  court  of  the  Commonwealth  of 
Pennsylvania,  with  the  consent  of  said  company,  to  appoint  them  trus- 
tee, assignee,  guardian  of  a minor,  committee  of  a lunatic,  or  receiver, 
and  to  allow  them  like  compensation  for  the  execution  of  such  trusts 
as  would  by  law  be  allowed  to  individuals  executing  such  trust ; pro- 
vided, that  no  bond  or  collateral  security  shall  be  required  from  said 
company  when  appointed  trustee,  assignee,  guardian,  committee  or 
receiver,  but  for  the  proper  care  and  investment  of  property  or  money 
received  by  them  under  such  trust,  they  shall  be  liable  to  the  same  ex- 
tent as  individual  trustees,  etc.,  are  liable. 

Sec.  17.  The  legislature  reserves  the  power  to  alter,  revoke  or 
annul  the  charter  of  the  said  company  whenever,  in  their  opinion,  it 
may  be  injurious  to  the  citizens  of  the  Commonwealth;  provided,  that 
no  injustice  be  done  to  the  corporators  or  parties  insured  in  said 
company. 

Sec.  18.  This  corporation  shall  pay  into  the  treasury  of  the  Com- 
rponwealth  a bonus  of  one-half  of  one  per  centum  on  the  capital  stock 
hereby  authorized  or  hereafter  created,  in  four  equal  annual  instal- 
ments, and  such  taxes  on  dividends  as  is  or  may  be  provided  by  law,  and 
the  stockholders  of  said  company  shall  be  individually  liable  for  all 


272 


CHARTERS  OF  LIFE  INSURANCE  COMPANIES. 


debts  due  mechanics,  workmen  and  laborers  employed  by  said  company, 
and  for  all  materials  and  provisions  furnished  to  said  company,  to  be 
sued  for  and  collected  as  is  provided  in  the  twelfth,  thirteenth  and 
fourteenth  sections  of  the  act  incorporating  the  Lackawanna  Coal  and 
Iron  Company,  approved  the  fifth  day  of  April,  1853. 

ELISHA  W.  DAVIS, 
Speaker  of  the  House  of  Representatives. 

JAMES  L.  GRAHAM, 
Speaker  of  the  Senate. 

Approved  the  thirteenth  day  of  April,  A.  D.  1868. 

JOHN  W.  GEARY. 

An  act  supplementary  to  the  act  incorporating  the  Co-Operative  Life 
Insurance  Company  of  Western  Pennsylvania,  approved  February 
1 2,  1869. 

Sec.  1.  Be  it  enacted  by  the  Senate  and  House  of  Representatives 
of  the  Commonwealth  of  Pennsylvania  in  general  assembly  met,  and  it 
is  hereby  enacted  by  the  authority  of  the  same,  that  whenever  any  policy 
of  life  insurance  which  has  been  or  may  hereafter  be  issued  by  the  Co- 
Operative  Life  Insurance  Company  of  Western  Pennsylvania,  upon  the 
life  of  any  person  for  the  benefit  of  his  or  her  heirs,  or  any  of  them,  in 
any  sum  not  exceeding  two  thousand  dollars  shall  by  its  terms  and 
conditions  become  due  and  payable  to  said  heir  or  heirs,  the  sum  or 
amount  of  such  policy  shall  not  be  liable  to  claim  or  attachment  by  or 
on  behalf  of  any  creditor  of  such  insured  person,  but  shall  be  payable 
to  such  heir  or  heirs,  or  their  legal  representatives,  in  like  manner  as  if 
said  insurance  had  been  originally  effected  by  such  heir  or  heirs  for 
his  or  her  or  their  own  use  and  benefit. 

Sec.  2.  All  publications  of  notices  of  meetings  and  other  publica- 
tions which,  by  its  act  of  incorporation  is  required  to  be  made  in  the 
city  of  Philadelphia  by  the  United  Security  and  Trust  Company  of 
Pennsylvania  shall  be  made  by  the  said  Co-Operative  Life  Insurance 
Company  of  Western  Pennsylvania,  in  the  city  of  Pittsburg. 

Sec.  3.  Th~  capital  stock  of  the  said  Co-Operative  Life  Insurance 
Company  of  Western  Pennsylvania  may  be  increased  to  an  amount  not 
exceeding  ten  thousand  shares  of  par  value  of  one  hundred  dollars 
each,  to  be  subscribed  and  held  under  the  same  conditions  and  restric- 
tions that  are  prescribed  in  regard  to  the  capital  stock  of  the  LTnited 
Security  Life  Insurance  and  Trust  Company  of  Pennsylvania  in  the  act 
incorporating  said  LTnited  Security  Life  Insurance  and  Trust  Company, 
approved  the  thirteenth  day  of  April,  A.  D.  1868;  provided,  that  this 
third  section  of  this  act  shall  not  take  effect  until  the  same  shall  have 


PITTSBURGH  LIFE  AND  TRUST. 


-16 


been  accepted  by  a majority  of  the  votes  entitled  to  be  cast  at  a meet- 
ing of  the  stockholders  of  said  Co-Operative  Life  Insurance  Company 
of  Western  Pennsylvania  called  for  the  purpose  of  considering  the  ac- 
ceptance of  the  same  nor  until  notice  of  such  acceptance  shall  have 
been  filed  in  the  office  of  the  secretary  of  the  Commonwealth  and  such 
taxes  and  bonus  or  bonuses  as  are  required  by  law  on  such  increase  of 
stock  shall  have  been  paid  by  said  Co-Operative  Life  Insurance  Com- 
pany of  Western  Pennsylvania. 

BUTLER  B.  STRANG, 
Speaker  of  the  House  of  Representatives. 

CHARLES  H.  STINSON, 
Speaker  of  the  Senate. 

Approved  the  eleventh  day  of  March,  A.  D.  1870. 

JOHN  W.  GEARY. 


To  the  Honorable  the  Judges  of  the  Court  of  Common  Pleas  of  Alle- 
gheny County : 

The  petition  of  the  Co-Operative  Life  Insurance  Company  of 
Western  Pennsylvania  respectfully  represents  that  at  a meeting  of  the 
directors  of  said  company  it  was  unanimously  resolved  that  application 
be  made  to  change  the  corporate  name  of  said  company  so  that  it  shall 
hereafter  be  known  and  transact  business  under  the  name  and  style  of 
“The  Homestead  Bank  and  Life  Insurance  Company.”  In  pursuance 
of  said  resolution  we  ask  your  honors  to  make  the  following  decree 
that  the  corporate  name  of  the  “Co-Operative  Life  Insurance  Company 
of  Western  Pennsylvania”  is  hereby  changed,  and  said  corporation  shall 
hereafter  be  known  by  the  name  of  “The  Homestead  Bank  and  Life 
Insurance  Company”  and  under  this  name  shall  enjoy  and  exercise 
all  the  privileges  and  be  subject  to  all  the  limitations  contained  in  its 
act  of  incorporation  and  the  supplements  thereto;  provided,  however, 
that  said  change  of  name  shall  in  no  way  impair  or  affect  said  com- 
pany’s liabilities  incurred,  or  rights  and  benefits  accrued  under  its 
farmer  corporate  name,  and  the  said  company  will  ever  pray,  etc. 

JAMES  H.  HOPKINS, 
President. 

Attest  : A.  PATTERSON, 


Note — Approved  by  the  court  June  7,  1871. 
* * * * 


Secretary ■„ 


To  the  Honorable  the  Secretary  of  State  for  the  Commonwealth  of 
Pennsylvania : 

Whereas,  The  property  and  franchises  of  “The  Homestead  Bank  and 


274 


CHARTERS  OF  LIFE  INSURANCE  COMPANIES. 


Life  Insurance  Company,”  a corporation  of  the  county  of  Allegheny, 
were  purchased  by  James  H.  Hopkins,  Robert  M.  Kennedy  and  Hill 
Burgwin,  under  process  of  the  Court  of  Common  Pleas  No.  i of  Alle- 
gheny county,  the  conveyance  of  said  property  and  franchise  having 
been  delivered  to  them  on  the  twenty-sixth  day  of  June,  A.  D.  1880. 

Now,  therefore,  in  pursuance  of  the  act  of  assembly  in  such  cases 
made  and  provided  (see  act  25,  May,  1878,  P.  L.,  p.  145)  it  is  hereby 
certified  that  the  said  purchasers  being  the  persons  for  whom  said 
property  and  franchises  were  purchased  did  meet  on  the  seventeenth 
day  of  July,  A.  D.  1880,  in  the  city  of  Pittsburg,  having  given  due 
public  notice  of  such  meeting  as  required  by  law  did  there  and  then 
proceed  to  organize  a new  corporation  by  electing  a president  and  six 
directors  and  did  then  adopt  a corporate  name  and  a common  seal  and 
determine  the  amount  of  capital  stock  thereof. 

And  it  is  further  certified  as  follows : 

1.  The  name  of  said  new  corporation  is  The  Industry  Savings  and 
Life  Insurance  Company. 

2.  The  amount  of  capital  stock  is  one  hundred  thousand  dollars. 

3.  The  name  of  the  president  is  James  H.  Hopkins,  and  the  names 
of  the  directors  are  R.  M.  Kennedy,  Hill  Burgwin,  George  W.  Murphy, 
Charles  A.  Frederick,  Harry  D.  Sellers  and  George  C.  Burgwin. 

In  testimony  whereof,  I,  James  H.  Hopkins,  president  as  aforesaid, 
have  hereunto  set  my  hand  and  affixed  the  common  seal  of  the  said 
corporation  this  twelfth  day  of  August,  A.  D.  1880. 

(Seal.)  JAMES  H.  HOPKINS, 

President. 

Filed  in  the  office  of  the  Secretary  of  the  Commonwealth  at  Harris- 
burg on  Monday,  August  16,  A.  D.  1880. 

J.  R.  McAFEE, 

Deputy  Secretary  of  the  Commonwealth. 


North  American  Life  and  Surety  Company. 

Certificate  of  Organization. 

To  His  Excellency,  Daniel  H.  Hastings,  Governor  of  Pennsylvania: 
Sir  : — In  compliance  with  the  requirements  of  an  act  of  the  General 
Assembly  of  the  Commonwealth  of  Pennsylvania,  entitled  “An  act  to 
amend  the  first  section  of  an  act,  entitled  ‘A  supplement  to  an  act,  en- 
titled An  act  concerning  the  sale  of  railroads,  canals,  turnpikes,  bridges 
and  plank  roads,  approved  the  eighth  of  April,  A.  D.  1861,  extending 
tending  the  provisions  of  said  act  to  coal,  iron,  steel,  lumber  or  oil, 
or  mining,  manufacturing,  transportation  and  telegraph  companies  in 


PITTSBURGH  LIFE  AND  TRUST. 


275 


this  Commonwealth,  extending  said  act,  so  as  to  embrace  all  sales  made 
under  and  by  virtue  of  a power  to  sell  contained  in  any  mortgage  or 
deed  of  trust,  without  any  process  or  decree  of  a court  in  the  premises,” 
and  the  various  supplements  thereto  and  amendments  thereof,  the 
North  American  Life  and  Surety  Company  makes  the  following  cer- 
tificate of  organization  under  its  common  seal  attested  by  the  signature 
of  its  president,  to  wit: 

1.  Date  of  such  organization  is  July  6,  A.  D.  1897. 

2.  Name  adopted  is  North  American  Life  and  Surety  Company. 

3.  The  amount  of  capital  stock  is  two  hundred  thousand  dollars. 

4.  The  name  of  its  president  is  H.  C.  Pugh. 

5.  The^  names  of  its  directors  are  Henry  Malpas,  J.  L.  Bieler,  Dr. 
S.  H.  Malpas,  Henry  G.  Miller,  John  E.  Beggs  and  Frank  McKeen  and 
H.  C.  Pugh. 

The  said  president  and  directors  having  been  elected  to  continue  in 
office  until  the  first  Monday  of  May,  1898. 


North  American  Life  and  Surety  Company. 

Special  Meeting  of  Stockholders. 

Pittsburg,  Pa.,  July  7,  1897. 

At  a special  meeting  of  the  stockholders  duly  called  for  that  pur- 
pose there  were  present  Henry  Malpas,  H.  C.  Pugh,  J.  L.  Bieler,  Dr. 
S.  H.  Malpas,  Henry  G.  Miller,  Frank  McKeen,  L.  Chambers,  Rolla 
M.  Malpas  and  John  E.  Beggs. 

H.  C.  Pugh,  the  president  of  the  company,  in  the  chair. 

Mr.  Pugh  laid  before  the  meeting  the  following  resolution  of  the 
board  of  directors  unanimously  adopted  at  a special  meeting  of  the 
board  called  for  that  purpose,  this  day  as  follows : 

Resolved,  That  the  location  of  the  principal  office  of  this  company 
shall  be  and  is  hereby  changed  from  the  city  of  Pittsburg,  in  the  county 
of  Allegheny,  to  the  city  of  Philadelphia,  in  the  county  of  Philadelphia, 
and  State  of  Pennsylvania,  at  which  place  the  annual  and  other  meet- 
ings of  the  stockholders  of  this  company  shall  hereafter  be  held. 

Whereupon,  By  unanimous  vote  of  all  of  the  stockholders  of  the 
company,  the  said  resolution  of  the  board  of  directors  was  approved. 

H.  C.  PUGH, 

President. 

Attest  : 

J.  L.  BIELER, 

(Seal.)  Secretary. 


276 


CHARTERS  OF  LIFE  INSURANCE  COMPANIES. 


Filed  in  the  office  of  the  Secretary  of  the  Commonwealth  on  the 
fourth  day  of  August,  A.  D.  1897. 


JAS.  E.  BARNETT, 
Deputy  Secretary  of  the  Commonwealth. 


North  American  Life  and  Surety  Company. 

Acceptance  of  Article  16  of  the  Constitution. 

JjC  >$£ 

Resolved  unanimously  that  this  company  does  hereby  accept  the  pro- 
visions of  Article  16  of  the  Constitution  of  this  Commonwealth,  and 
that  the  president  and  secretary  are  hereby  authorized  and  directed  to 
make  under  the  seal  of  the  company,  this  acceptance  as  required  by 
law,  for  the  purpose  aforesaid. 

H.  C.  PUGH, 

President. 

Attest  : 

J.  L.  BIELER, 
Secretary. 

(Seal.) 

Filed  in  the  office  of  the  Secretary  of  the  Commonwealth  on  the 
fourth  day  of  August,  A.  D.  1897. 

JAS.  E.  BARNETT, 
Deputy  Secretary  of  the  Commonwealth. 


Girard  Life  and  Surety  Company. 

Certificate  of  Organization. 

To  the  Secretary  of  the  Commonwealth  of  Pennsylvania: 

Sir  : — In  compliance  with  the  requirements  of  an  act  of  the  General 
Assembly  of  the  Commonwealth  of  Pennsylvania,  entitled  “An  act  to 
amend  the  first  section  of  an  act  entitled  ‘A  supplement  to  an  act,  en- 
titled an  act  concerning  the  sale  of  railroad,  canals,  turnpikes,  bridges 
and  plank  roads,’  approved  the  eighth  of  April,  A.  D.  1861,  extending 
the  provisions  of  said  act  to  coal,  iron,  steel,  lumber  or  oil,  or  mining, 
manufacturing,  transportation  and  telegraph  companies  in  this  Com- 
monwealth, extending  said  act  so  as  to  embrace  all  sales  made  under 
and  by  virtue  of  a power  of  sale  contained  in  any  mortgage  or  deed  of 
trust,  without  any  process  or  decree  of  a court  in  the  premises,”  ap- 
proved May  31,  1887,  and  the  various  supplements  thereto  and  amend- 
atory thereof,  the  Girard  Life  and  Surety  Company  makes  the  follow- 


PITTSBURGH  LIFE  AND  TRUST. 


277 


ing  certificate  of  organization  under  the  common  seal,  attested  by  the 
signature  of  its  president,  to  wit : 

1.  Date  of  such  organization  is  August  11,  A.  D.  1899. 

2.  Name  adopted  is,  “Girard  Life  and  Surety  Company.” 

3.  The  amount  of  the  capital  stock  is  two  hundred  and  fifty  thou- 
sand dollars  divided  into  five  thousand  shares  of  the  par  value  of  fifty 
dollars  each. 

4.  The  name  of  its  president  is  J.  H.  W.  Chestnut. 

5.  The  names  of  its  directors  are  Charles  F.  Kolb,  Robert  M. 
Patton,  A.  H.  Hulshizer,  Taylor  Faunce,  Joseph  F.  Jones  and  James 
C.  Chestnut,  M.  D. 

The  said  president  and  directors  having  been  elected  to  continue  in 
office  until  the  first  Monday  of  May,  1900. 

^ ^ ^ ^ ^ 


Girard  Life  and  Surety  Company. 

Acceptance  of  Article  16  of  the  Constitution. 

ijj  if?  >({ 

Resolved  unanimously,  That  this  company  does  hereby  accept  the 
provision  of  Article  16  of  the  Constitution  of  this  Commonwealth,  and 
that  the  president  and  secretary  are  hereby  authorized  and  directed  to 
make  under  the  seal  of  the  company  this  acceptance  as  required  by  law, 
for  the  purpose  aforesaid. 

Philadelphia,  September  1,  1899. 

Girard  Life  and  Surety  Company,  by 

J.  H.  W.  CHESTNUT, 
President. 

Attest:  C.  F.  KOLB, 

Secretary. 

(Seal.) 

Filed  in  the  office  of  the  Secretary  of  the  Commonwealth  on  the 
eleventh  day  of  September,  A.  D.  1899. 

LEWIS  E.  BEITLER, 
Deputy  Secretary  of  the  Commonwealth. 


Girard  Life  and  Surety  Company. 

Change  of  Location  of  Principal  Office  and  Place  of  Annual  and  Other 
Meetings  of  Stockholders. 

To  the  Honorable  W.  W.  Griest,  Secretary  of  the  Commonwealth, 
Harrisburg,  Pa. : 

Sir  : — I hereby  respectfully  certify  and  report  that  by  resolution  of 


278 


CHARTERS  OF  LIFE  INSURANCE  COMPANIES. 


the  board  of  directors  of  the  Girard  Life  and  Surety  Company,  adopted 
by  a two-thirds  vote  thereof,  on  the  ninth  (9)  day  of  May,  1902,  ap- 
proved at  adjourned  annual  meeting  duly  called  of  the  stockholders 
thereof,  by  a two-thirds  vote  thereof,  the  location  of  the  principal  office 
and  the  place  of  the  annual  and  other  meetings  of  the  stockholders  of 
the  Girard  Life  and  Surety  Company  have  been  changed  from  the 
city  of  Philadelphia,  in  the  county  of  Philadelphia,  and  State  of  Penn- 
sylvania, to  the  city  of  Pittsburg,  in  the  county  of  Allegheny  and  State 
of  Pennsylvania. 

Witness  the  seal  of  the  Girard  Life  and  Surety  Company  and  the  sig- 
nature of  its  president,  attested  by  the  signature  of  its  secretary  this 
twentieth  day  of  May,  1902. 

(Seal.) 

Girard  Life  and  Surety  Company,  by 

JAMES  C.  CHESTNUT, 
President. 

Attest:  C.  F.  KOLB, 

Secretary. 

Filed  in  the  office  of  the  Secretary  of  the  Commonwealth  on  the 
second  day  of  June,  A.  D.  1902. 

LEWIS  E.  BEITLER, 
Deputy  Secretary  of  the  Commonwealth. 

Pittsburg,  June  17,  1902. 

The  undersigned  officers  of  the  Girard  Life  and  Surety  Company 
do  hereby  certify  that,  at  a duly  called  special  meeting  of  the  stock- 
holders of  said  company,  held  June  17,  1902,  the  stockholders  of  said 
company,  by  a vote  of  more  than  two- thirds  (2-3)  of  all  the  stock, 
favored  and  adopted  the  following  quoted  resolution,  which  said  reso- 
lution and  the  number  of  votes  cast  for  and  against  the  same  were 
thereupon  duly  spread  on  the  records  of  said  company  and  thereon 
appear  in  the  words  and  figures  following,  to  wit : 

“Resolved,  That  the  name  of  this  company  be  changed  to  the  name 
‘Pittsburgh  Life  and  Trust  Company,’  and  that  the  charter  of  this  com- 
pany be  amended  accordingly;  that  the  secretary  spread  upon  the 
records  of  this  company  this  resolution  and  the  number  of  votes  cast 
for  and  against  the  same ; and  that  a certified  copy  of  the  same  be 
forwarded  to  the  proper  State  officers  for  approval,  certification  and 
record. 

“Out  of  the  total  outstanding  620  shares  of  stock  there  were  voted  in 
favor  of  said  resolution  five  hundred  fourteen  (514)  shares  and  against 
said  resolution  no  (no)  shares.” 


PITTSBURGH  LIFE  AND  TRUST. 


279 


Witness  the  signature  of  the  vice-president  and  secretary  of  said 
company  this  seventeenth  day  of  June,  1902. 

W.  C.  BALDWIN, 
Vice-President. 


(Seal.) 


H.  C.  BORLAND, 

Secretary. 


EXTRACTS  FROM  THE  BY-LAWS. . 

Article  i.  Stockholders’  Meeting.  Sec.  i.  The  annual  meeting  of  the 
stockholders,  for  the  election  of  twenty-five  directors  and  the  transaction  of 
such  other  business  as  may  come  before  the  meeting,  shall  be  held  at  the  prin- 
cipal-office of  the  company  in  the  city  of  Pittsburg,  Pennsylvania,  on  the  second 
Wednesday  of  January  in  each  year,  at  two  o’clock  p.  m.  The  board  of  direc- 
tors is  hereby  authorized,  without  a vote  of  the  stockholders,  to  fix  at  their 
last  meeting  of  each  fiscal  year  the  number  of  directors  for  the  next  year,  not 
less,  however,  than  the  minimum  fixed  by  the  company’s  charter. 

Sec.  2.  All  elections  shall  be  by  ballot  and  the  directors  shall  announce  to 
the  meeting  the  hour  during  which  the  ballot  shall  be  open.  Three  judges  of 
election  (no  one  of  whom  shall  be  a candidate  for  the  office  of  director),  shall 
be  elected  by  the  meeting,  and  before  proceeding  to  the  discharge  of  their 
duties  shall  make  and  subscribe  an  affidavit  faithfully  and  justly  to  conduct  said 
election  and  to  make  a true  report  thereof  to  the  officers  of  the  meeting. 

Sec.  3.  Special  meetings  of  the  stockholders  may  be  called  by  order  of  the 
board  of  directors,  or  the  executive  committee,  and  shall  be  called  by  the  presi- 
dent whenever  the  stockholders  of  record  owning  one-fifth  of  the  capital  stock 
of  the  company,  issued  and  outstanding  at  the  time,  shall  in  writing  make 
application  therefor  to  the  president,  stating  the  object  of  the  meeting.  The 
business  transacted  at  special  meetings  shall  be  confined  to  the  objects  stated 
in  the  call. 

Sec.  4.  At  all  meetings  of  stockholders  each  share  of  stock  shall  entitle  the 
owner  thereof  of  record,  or  his  duly  constituted  proxy,  to  one  vote,  and  a 
majority  issued  and  outstanding  at  the  time,  represented  either  in  person  or  by 
proxy,  shall  constitute  a quorum;  meetings  at  which  less  than  a majority  of 
stock  is  represented  may,  however,  be  adjourned  to  a future  date  by  those  who 
attend,  provided,  however,  that  an  adjourned  meeting  for  election  of  directors 
shall  be  held  within  forty  days  after  such  adjournment. 

Sec.  5.  Notice  of  any  annual  or  special  meeting  shall  be  published  not  less 
than  three  times  at  least  thirty  days  prior  to  and  also  for  ten  successive  days 
next  preceding  the  day  of  such  meeting  and  election  in  two  daily  newspapers 
published  in  the  city  of  Pittsburg,  Pennsylvania,  and  as  a courtesy,  but  not 
as  a prerequisite,  the  secretary  shall,  at  least  seven  days  before  the  date  speci- 
fied for  such  meeting,  mail  to  each  stockholder,  addressed  to  his  residence  or 
place  of  business  as  same  appears  in  the  list  of  addresses  which  shall  be  kept 
by  the  secretary,  a copy  of  said  notice.  Provided,  that  the  notice  for  any 
special  meeting  shall  state  the  object  thereof. 

Article  2.  Directors’  Meetings.  Sec.  i.  The  board  of  directors  shall 
meet  for  the  election  of  officers  and  the  transaction  of  business,  without  un- 
necessary delay  after  each  annual  meeting  of  stockholders,  and  without  notice, 
provided  a majority  of  the  board  be  present. 


28o 


CHARTERS  OF  LIFE  INSURANCE  COMPANIES. 


Sec.  2.  The  directors  shall  hold  their  regular  meetings,  quarterly,  at  the 
offices  of  the  company  on  the  second  Tuesday  of  January,  April,  July  and 
October,  at  3:30  o'clock  p.  m.  Seven  members  of  the  board  shall  constitute  a 
quorum  for  the  transaction  of  business,  other  than  organization  and  election 
of  officers  and  division  of  surplus,  as  provided  in  section  1,  and  also  article  12. 
section  1. 

Sec.  3.  Special  meetings  of  the  board  may  be  called  by  the  president  and  it 
shall  be  his  duty  to  call  a meeting  at  any  time  when  requested  by  three  direc- 
tors. The  call  for  any  special  meeting  shall  be  in  writing  and  shall  state  the 
purpose  and  object  of  such  meeting,  and  the  business  to  be  transacted  at  the 
meeting  shall  be  confined  to  the  purpose  stated.  The  directors  shall  be  notified 
in  writing  of  the  time,  place  and  purpose  of  such  special  meeting  at  least  five 
days  prior  thereto. 

Sec.  4.  All  elections  of  the  board  shall  be  by  ballot  and  a majority  of  the 
votes  cast  shall  be  necessary  to  a choice. 

Sec.  6.  Any  vacancy  in  the  board,  occurring  between  any  general  elections, 
may  be  filled  by  the  board,  the  person  appointed  holding  office  until  the  next 
annual  election. 

Article  3.  Sec.  i.  The  board  shall  annually  elect  out  of  their  number,  a 
president,  and  one  or  more  vice-presidents,  and  a general  manager,  who  shall 
be  either  the  president  or  one  of  the  vice-presidents.  They  shall  also  elect  a 
secretary,  treasurer  and  comptroller.  They  may  elect  an  assistant  treasurer 
and  assistant  secretary,  may  appoint  a trust  officer  and  actuary  or  a consulting 
actuary,  one  or  more  physicians,  an  attorney,  and  such  other  officers,  clerks 
and  servants  as  the  interest  of  the  company  may  seem  to  require. 

Sec.  2.  The  board  may,  however,  by  resolution,  authorize  any  officer  of  the 
company  to  employ  such  clerks  and  servants  as  they  may  direct.  Unless  other- 
wise ordered  by  the  board,  the  employment  of  agents  and  their  supervision  and 
control  shall  be  in  charge  of  the  general  manager,  subject  to  the  approval  of 
the  executive  committee. 

Sec.  3.  The  officers  and  agents  of  the  company"  shall  give  such  bonds  as  the 
finance  committee  may  require. 

Article  5.  Sec.  i.  Committees.  The  following  standing  committees  shall 
annually  be  elected  by  the  board  of  directors,  and  shall  hold  office  for  one  year 
(subject  to  removal  at  any  time  by  the  board  of  directors),  and  until  the  elec- 
tion of  their  successors,  viz.: 

a.  An  executive  committee,  to  consist  of  the  president  (who  shall  be  chair- 
man) and  eight  directors. 

b.  A finance  committee,  to  consist  of  one  vice-president  (who  shall  be  chair- 
man) and  eight  directors. 

c.  An  auditing  committee,  to  consist  of  three  stockholders,  with  power  to 
employ  such  assistants  as  considered  necessary-. 

d.  A risk  and  loss  committee,  to  consist  of  the  president  and  general  man- 
ager (one  of  whom  shall  be  chairman),  secretary-,  medical  director,  comptroller, 
and  actuary  or  treasurer.  Any  three  members  shall  constitute  a quorum. 

Sec.  2.  A majority  of  any  committee  (except  the  risk  and  loss  committee) 
shall  constitute  a quorum.  Regular  minutes  shall  be  kept  of  the  proceedings 
of  all  standing  and  special  committees,  which  shall  be  submitted  to  the  board 
at  each  stated  meeting,  or  at  any-  other  time  it  shall  direct.  All  committee 
business  shall  be  transacted  at  a regular  meeting,  the  time  for  which  shall  be 


PITTSBURGH  LIFE  AND  TRUST. 


281 


fixed  by  order  of  the  committee,  or  by  a special  call  issued  by  the  secretary 
for  that  purpose. 

Sec.  3.  The  board  of  directors  may  appoint  such  additional  committees, 
■from  time  to  time,  as  the  interests  of  the  company  may  seem  to  require,  and  to 
define  their  duties. 

Article  6.  Sec.  i.  The  executive  committee  shall  exercise  a supervisory 
•control  over  the  interests  of  the  company  in  the  absence  of  the  board  of  direc- 
tors. They  shall  consider  and  recommend  to  the  board  the  salaries  and  com- 
pensation to  be  paid  to  the  respective  officers  and  employees  of  the  company. 
They  shall  approve  the  form  of  policy  of  insurance  to  be  issued  and  decided 
upon,  rates  to  be  charged  for  insurance,  and  the  rate  at  which  the  reserve  shall 
be  calculated,  and  shall  generally  determine  all  questions  connected  with  the 
•conduct  and  management  of  the  insurance  department. 

Sec.  2.  It  shall  be  the  duty  of  the  finance  committee  in  connection  with  the 
president  to  invest  the  funds  of  the  company,  and  to  sell,  transfer  and  change 
such  investment,  or  collect  the  money  due  thereon.  They  shall  certify  the 
annual  statement  to  be  made  to  the  board,  previous  to  declaring  the  amount 
of  profits  earned. 

Sec.  3.  It  shall  be  the  duty  of  the  auditing  committee  to  examine  the  books 
and  assets  of  the  company,  at  least  once  in  each  year,  and  to  certify  the  facts  to 
the  board  as  they  find  them,  and  at  such  other  times  as  they  may  in  their  dis- 
cretion deem  proper. 

Sec.  4.  It  shall  be  the  duty  of  the  risk  and  loss  committee  to  pass  upon  all 
applications  for  insurance,  and  policies  shall  be  issued  only  after  the  application 
has  been  approved  by  this  committee,  which  said  approval  shall  be  endorsed 
on  the  application  by  not  less  than  three  of  the  committee.  They  shall  also 
pass  upon  all  death  losses,  and  such  losses  shall  be  paid  only  after  the  ap- 
proval of  this  committee,  which  approval  shall  be  endorsed  on  the  proofs  of 
loss  by  not  less  than  three  of  the  committee. 

Article  7.  Sec.  i.  Transfer  of  Stocks,  Etc.  The  stock  of  this  company 
shall  be  assignable  only  on  the  books  of  the  company  in  person,  or  by  duly 
authorized  attorney  or  representative,  and  a transfer  book  shall  be  kept  by  the 
secretary,  in  which  all  assignments  and  transfers  of  stock  shall  be  made,  and 
which  shall  be  witnessed  by  an  officer  of  the  company.  Transfers  of  stock  shall 
be  suspended  for  five  days  preceding  the  day  on  which  dividends  shall  be  de- 
clared payable,  and  dividends  shall  be  paid  to  the  stockholders  in  whose  names 
the  stock  shall  stand  on  the  day  on  which  the  books  are  closed. 

Sec.  2.  Certificates  of  stock  of  the  company  shall  be  issued  to  the  stock- 
holders, signed  by  the  president  or  one  of  the  vice-presidents,  with  the  seal  of 
the  company  duly  affixed  thereto  and  countersigned  by  the  treasurer.  When 
stock  is  transferred,  the  certificate  therefor  shall  be  returned  to  the  company 
and  canceled  and  new  certificates  issued. 

Article  10.  Sec.  i.  Annual  Statement  and  Dividend.  A full  statement  of 
the  affairs  and  business  of  the  company  shall  be  made  at  the  January  meeting 
of  the  board  in  each  year,  when  the  annual  division  of  surplus  may  be  declared, 
provided  a majority  of  the  board  be  present. 

Article  ii.  Sec.  i.  Amendment.  The  by-laws  of  this  company  may  be 
changed,  altered  and  amended,  from  time  to  time,  at  any  general  meeting  of  the 
stockholders,  or  at  any  special  meeting  called  for  that  purpose. 


282 


CHARTERS  OF  LIFE  INSURANCE  COMPANIES. 


PRESBYTERIAN  MINISTERS  FUND. 


Charter  of  1759  and  Amendments. 

Thomas  Penn  and  Richard  Penn,  Esquires,  true  and  absolute  pro- 
prietaries and  governors  in  chief  of  the  Province  of  Pennsylvania,  and 
counties  of  New  Castle,  Kent  and  Sussex,  upon  Delaware,  to  all  to 
whom  these  presents  shall  come,  greeting. 

Whereas,  It  hath  been  represented  unto  us,  that  the  Presbyterian 
ministers  in  the  said  Province  of  Pennsylvania  have  no  other  support 
but  a small  and  very  uncertain  income  from  the  good  will  of  their 
people  joined  with  their  own  labor,  so  that  they  have  always  found  it 
difficult  to  make  any  tolerable  provision  for  their  families  and  have 
often  seen  the  widows  and  children  of  such  ministers  very  much 
pinched  and  distressed  by  want  and  poverty  without  being  able  to  afford 
them  suitable  relief. 

And  that  in  case  we  would  erect  a corporation  in  the  said  province, 
for  the  management  and  disposition  of  such  sums  of  money  as  may  be 
subscribed  or  paid  in,  either  by  such  Presbyterian  ministers  themselves, 
or  by  any  other  person  or  persons,  as  a fund  towards  the  relief  of  such 
Presbyterian  ministers  within  the  said  province  and  counties  as  shall 
be  in  want  and  deserving  of  support  and  relief,  and  also  for  the  relief 
of  the  widows  and  children  of  deceased  Presbyterian  ministers  of  the 
said  province  and  counties,  it  would  tend  greatly  to  the  relief  of  such 
persons  and  be  a means  to  obtain  some  provision  for  removing  their 
distresses. 

And,  Whereas,  The  Presbyterian  ministers  within  the  said  province 
have  generally  endeavored  to  promote  religion,  virtue  and  industry 
among  the  people  under  their  care,  and  have  behaved  as  loyal  and 
dutiful  subjects  to  his  majesty,  and  as  quiet  and  inoffensive  neighbors, 
and  it  seems  reasonable  to  indulge  them  with  the  powers  of  a corpora- 
tion for  the  purposes  aforesaid. 

Know,  ye,  therefore,  that  we  being  desirous  to  promote  the  aforesaid 
good  and  charitable  purpose,  have  given  and  granted,  and,  by  these 
presents  for  us,  our  heirs  and  successors,  do  give  and  grant  that  the 
Rev.  Robert  Cross,  the  Rev.  Francis  Alison,  William  Allen,  Esq.,  the 
Rev.  Gilbert  Tennent,  the  Rev.  Richard  Treat,  the  Rev.  Samuel  Fin- 
ley, Mr.  Alex.  Huston,  Mr.  Wm.  Mcllvaine,  Mr.  John  Mease,  Mr.  John 
Bleakly,  Mr.  Thomas  Bourne  and  Mr.  Andrew  Read,  and  such  other 


PRESBYTERIAN  MINISTERS  FUND. 


283. 


persons  as  shall  hereafter  be  admitted  members  of  the  corporation  for 
relief  of  poor  and  distressed  Presbyterian  ministers,  and  of  the  poor 
and  distressed  widows  and  children  of  Presbyterian  ministers,  accord- 
ing to  the  directions  of  these  presents,  and  according  to  the  by-laws 
and  constitutions  hereafter  to  be  made  by  the  said  corporation,  be  and 
forever  hereafter  shall  be,  by  virtue  of  these  presents,  one  body  cor- 
porate and  politic  in  deed  and  in  name  by  the  name  of  “The  Corpora- 
tion for  Relief  of  Poor  and  Distressed  Presbyterian  Ministers  and  of 
the  Poor  and  Distressed  Widows  and  Children  of  Presbyterian  Min- 
isters,” and  them  by  the  same  name  one  body  politic  and  corporate  in 
deed  and  in  name,  we  do  for  us,  our  heirs  and  successors  fully  create, 
constitute  and  confirm  by  these  presents,  and  do  grant  that  by  the  name 
aforesaid  they  shall  and  may  have  perpetual  succession  and  may  and 
shall  at  all  times  hereafter  be  persons,  able  and  capable  in  the  law,  to 
take,  have,  hold,  receive  and  enjoy,  and  to  transmit  to  their  successors, 
lands,  tenements,  rents  and  hereditaments  to  the  value  of  one  thousand 
pounds  sterling  by  the  year  in  the  clear  above  all  outgoings  and  re- 
prisals in  fee  simple  or  for  any  other  estate,  term  or  interest  whatso- 
ever, and  also  to  take,  have,  hold,  receive,  and  enjoy  and  to  transmit 
to  their  successors  goods,  chattels,  moneys  and  effects,  but  at  no  time 
to  exceed  the  sum  of  twenty  thousand  pounds  sterling  in  the  gross. 
And  may  and  shall  by  the  name,  aforesaid,  do  and  execute  all  things 
with  and  touching  and  concerning  the  same  for  the  benefit,  succor  and 
relief  from  time  to  time  of  poor  and  distressed  Presbyterian  ministers 
within  the  said  province  and  counties,  and  for  the  benefit,  succor  and 
relief  of  the  poor  and  distressed  widows  and  children  of  such  Presby- 
terian ministers  at  their  good  discretion  and  as  to  them  shall  seem  meet. 
And  also  that  they  and  their  successors  by  the  name  aforesaid  be  and' 
shall  be  forever  hereafter  persons  able  and  capable  in  law,  to  sue  and  be 
sued,  plead  and  be  impleaded,  answer  and  be  answered  unto,  defend 
and  be  defended  in  all  or  any  courts  of  justice  and  before  all  or  any 
judges  or  other  persons  whatsoever  in  all  manner  of  actions,  suits, 
causes  and  matters  whatsoever  and  of  what  nature,  kind  or  sort  soever. 
And  that  it  shall  and  may  be  lawful  to  and  for  them  and  their  succes- 
sors forever  hereafter  to  have  a common  seal  for  their  use  in  their 
affairs  and  business,  and  the  same,  at  their  will  and  pleasure,  to  change 
and  alter  from  time  to  time.  And  for  the  well  governing  and  ordering 
the  affairs  of  the  said  corporation,  we  do,  for  us,  our  heirs  and  succes- 
sors, further  grant  that  it  shall  and  may  be  lawful  for  the  said  corpora- 
tion and  their  successors  to  meet  together  yearly  and  at  such  time  or 
times  as  they  shall  seem  meet  and  most  convenient  in  some  proper  place 
in  the  city  of  Philadelphia  (due  and  public  notice  being  given  at  least 


^84 


CHARTERS  OF  LIFE  INSURANCE  COMPANIES. 


twenty  days  before  the  times  of  such  meetings,  not  only  of  the  day, 
hour  and  place  of  such  meeting,  but  of  the  cause  thereof  and  of  the 
matters  to  be  transacted  at  such  meeting) . And  that  they,  the  said  cor- 
poration, being  so  met  to  the  number  of  six  persons  thereof,  at  the 
least,  shall  have  full  power  and  authority  from  time  to  time  to  make, 
constitute  and  establish  such  lawful  and  reasonable  by-laws,  rules, 
regulations,  orders  and  constitutions  as  shall  appear  to  them  or  the 
major  part  of  them,  to  be  good  and  useful,  honest  and  necessary  ac- 
cording to  the  best  of  their  judgment  and  discretion,  for  the  direction, 
regulation  and  government  of  the  said  corporation  and  every  member 
thereof,  and  for  the  furtherance  and  advancement  of  the  business  of  the 
said  corporation,  and  for  the  appointing  and  regulating  the  election  or 
nomination  of  future  members  of  the  said  corporation,  and  also  the 
treasurer,  secretary  and  such  and  so  many  other  necessary  officers  as 
they  shall  from  time  to  time  think  fit,  and  for  limiting  and  appointing 
their  respective  trusts,  duties  and  authorities,  and  for  admitting  new 
members,  and  to  do  all  other  lawful  things  concerning  the  government, 
estate,  goods,  lands,  revenues,  business  and  affairs  of  the  said  corpora- 
tion, which  by-laws,  rules,  regulations,  orders  and  constitutions  so  to 
be  made  as  aforesaid  shall  be  binding  on  all  the  members  of  the  said 
corporation  and  be  from  time  to  time  inviolably  observed  according  to 
the  tenor  and  effect  of  the  same  provided  that  the  same  be  reasonable 
in  their  own  nature,  and  be  not  repugnant  or  contrary  to  the  laws  of 
Great  Britain  or  of  the  said  province  and  counties. 

In  witness  whereof  we  have  caused  these,  our  letters,  to  be  made 
patent.  Witness,  William  Denny,  Esquire,  lieutenant-governor  and 
commander-in-chief  in  the  said  province  and  counties,  at  Philadelphia, 
the  eleventh  day  of  January,  in  the  thirty-second  year  of  the  reign  of 
of  our  Sovereign  Lord,  George  the  Second  by  the  grace  of  God,  of 
Great  Britain,  France  and  Ireland,  King,  defender  of  the  faith,  and  so 
forth,  and  in  the  year  of  our  Lord,  one  thousand  seven  hundred  fifty 
and  nine. 

(Great  Seal.) 

(Signed.)  WILLIAM  DENNY. 

We,  whose  names  are  undersubscribed,  members  of  the  corporation, 
by  this  charter  constituted  and  therein  nominated,  do  gratefully  ac- 
cept the  same  charter  or  grant.  As  witness  our  hand  this  sixth  day  of 
February,  1759.  Alexander  Houston,  Robert  Cross,  William 
Mcllvaine,  Francis  Alison,  John  Mease,  William  Allen,  John  Bleakly, 
Gilbert  Tennent,  Thomas  Bourne,  Richard  Treat,  Andrew  Reed, 
Samuel  Finley. 


PRESBYTERIAN  MINISTERS  FUND. 


285 

Recorded  in  the  office  for  recording  of  deeds  for  the  city  and  county 
of  Philadelphia,  in  Patent  Book  A,  Vol.  20,  p.  423,  etc.,  the  second  day 
of  May,  1759.  Witness  my  hand  and  the  seal  of  my  office. 

(Signed.)  C.  BROCKDON, 
Recorder. 


Amendments. 

May  3,  1856,  it  is  ordered  and  decreed  by  the  Court  of  Quarter 
Sessions  for  Philadelphia  County,  That  the  corporate  name,  style  and 
title  of  “The  Corporation  for  Relief  of  Poor  and  Distressed  Presby- 
terian Ministers  and  of  the  Poor  and  Distressed  Widows  and  Children 
of  Presbyterian  Ministers”  be  changed,  and  that  the  same  shall  here- 
after be  called  and  known,  and  have  continuance  by  the  name,  style, 
and  title  of  “The  Presbyterian  Annuity  Company.” 

March  27,  1875,  it  is  ordered,  adjudged,  and  decreed  by  the  Court  of 
Common  Pleas,  No.  2,  for  Philadelphia  County,  That  the  name  and 
title  of  “The  Presbyterian  Annuity  Company”  be  amended  and  changed 
to  “The  Presbyterian  Annuity  and  Life  Insurance  Company,”  by  which 
latter  name  and  title  the  said  corporation  shall  henceforth  be  known. 

That  the  limitation  heretofore  imposed  upon  the  value  of  the  per- 
sonal property  and  the  yearly  value  of  the  lands,  tenements,  and  heredit- 
aments held  and  owned  by  the  corporation  is  hereby  removed  and  the 
value  of  the  personal  property,  and  the  yearly  value  of  the  lands,  tene- 
ments, and  hereditaments  of  the  said  company,  shall  be  restricted  to 
such  limitations  only  as  are  now  or  hereafter  may  be  imposed  by  law 
upon  like  corporations. 

And  that  the  said  “The  Presbyterian  Annuity  and  Life  Insurance 
Company”  be  hereby  authorized  and  empowered  to  insure  the  lives 
of  the  laymen  and  their  families  of  the  different  branches  of  the  Pres- 
byterian Church  throughout  the  United  States  of  America,  and  to 
grant  annuities  to  said  laymen  and  their  families  as  fully  and  effectually 
as  it  is  now  authorized  and  empowered  to  insure  the  lives  of  ministers 
of  the  Presbyterian  Church  and  to  grant  annuities  to  said  ministers. 

December  4,  1876,  it  is  ordered,  adjudged,  and  decreed  by  the  Court 
of  Common  Pleas,  No.  3,  for  Philadelphia  County,  That  the  “Presby- 
terian Annuity  and  Life  Insurance  Company”  be  hereby  authorized  and 
empowered  to  make  insurance  on  the  lives  of  human  beings  and  to 
grant  annuities  without  regard  to  any  sectarian  or  denominational  con- 
nections whatsoever. 

March  10,  1888,  it  is  ordered,  adjudged,  and  decreed  by  the  Court 
of  Common  Pleas,  No.  3,  for  Philadelphia  County,  That  the  name  and 


-286 


CHARTERS  OF  LIFE  INSURANCE  COMPANIES. 


title  of  “The  Presbyterian  Annuity  and  Life  Insurance  Company”  be 
amended  and  changed  to  “The  Presbyterian  Ministers  Fund,”  by  which 
latter  name  and  title  the  said  corporation  shall  henceforth  be  known. 

July  15,  1889,  application  for  change  of  name  of  “The  Presbyterian 
Annuity  and  Life  Insurance  Company”  to  that  of  “Presbyterian 
Ministers  Fund,”  in  accordance  with  act  of  Assembly  of  May  I,  1876, 
Sec.  31,  approved  by  the  Governor  of  the  State. 


PROVIDENT  LIFE  AND  TRUST. 


287 


THE  PROVIDENT  LIFE  AND  TRUST  COMPANY  OF 
PHILADELPHIA. 


An  act  to  incorporate  The  Provident  Life  and  Trust  Company  of 
Philadelphia. 

Sec.  1.  [Commissioners  to  Receive  Subscriptions.] — Be  it  enacted 
by  the  Senate  and  House  of  Representatives  of  the  Commonwealth  of 
Pennsylvania  in  general  assembly  met,  and  it  is  hereby  enacted  by 
the  authority  of  the  same,  that  Charles  Rhoads,  Anthony  M.  Kimber, 
John  S.  Hilles,  Elliston  P.  Morris,  Henry  Haines,  T.  Wistar  Brown, 
William  Hacker,  Philip  C.  Garret,  Richard  Cadbury,  Samuel  R. 
Shipley,  John  B.  Garrett,  J.  Wistar  Evans,  John  E.  Carter,  or  any 
five  of  them,  are  hereby  appointed  commissioners  to  open  books  of 
subscription,  and  organize  a company  by  the  name,  style  and  title  of 
'‘The  Provident  Life  and  Trust  Company  of  Philadelphia,”  which  shall, 
so  far  as  not  inconsistent  with  the  provisions  of  this  act,  have  all  the 
rights,  powers,  privileges  and  franchises  conferred,  and  be  subject  to 
the  restrictions  imposed  by  the  first,  second,  third,  fifth,  sixth,  seventh, 
ninth,  tenth,  eleventh,  sixteenth  and  seventeenth  sections  of  an  act  to 
provide  for  the  incorporation  of  insurance  companies,  approved  the 
second  day  of  April,  A.  D.  1856,  and  shall  have  the  powers  and  priv- 
ileges mentioned,  as  appertaining  to  the  second  class  in  the  seventh 
section  of  said  act,  and  shall  transact  its  business  on  the  joint  stock  and 
mutual  principles  combined. 


Sections  of  the  General  Law  Referred  to  Above. 

Sec.  1.  [ Powers  of  Commissioners.] — Be  it  enacted  by  the  Senate 
and  House  of  Representatives  of  the  Commonwealth  of  Pennsylvania, 
in  general  assembly  met,  and  it  is  hereby  enacted  by  the  authority  of 
the  same,  that  whenever  a special  act  of  the  general  assembly  shall  be 
passed,  authorizing  the  incorporation  of  an  insurance  company  within 
this  Commonwealth,  the  commissioners  named  in  such  act,  or  any 
five  of  them,  shall  have  power  to  open  books  for  receiving  subscrip- 
tions to  the  capital  stock  of  said  company,  at  such  time  and  place  as 
they  may  deem  expedient,  after  having  given  at  least  thirty  days’  pre- 
vious notice  in  one  or  more  newspapers  published  in  the  county  where 
a book  of  subscription  is  to  be  opened,  or  if  no  such  paper  shall  be  pub- 
lished in  said  county,  then  in  a newspaper  published  in  the  next  adjoin- 


288 


CHARTERS  OF  LIFE  INSURANCE  COMPANIES. 


ing  county ; at  which  time  and  place  two  or  more  of  said  commissioners 
shall  attend,  and  permit  all  persons  of  lawful  age  who  shall  offer  to 
subscribe  in  such  book,  in  their  own  names,  or  in  the  name  of  any 
person  who  shall  duly  authorize  the  same,  for  any  number  of  shares  of 
stock;  and  the  said  book  shall  be  kept  open  for  the  purpose  aforesaid, 
at  least  six  hours  in  every  secular  day,  for  the  space  of  five  days,  or 
until  the  said  book  shall  have  the  whole  number  of  shares  so  authorized 
therein  subscribed ; and  if,  at  the  expiration  of  the  said  five  days,  the 
book  aforesaid  shall  not  have  the  full  number  of  shares  so  authorized 
therein  subscribed,  the  said  commissioners  may  adjourn  from  time  to 
time,  and  transfer  said  book  from  place  to  place,  until  the  whole  num- 
ber of  shares  shall  be  subscribed;  of  which  adjournment  and  transfer, 
the  commissioners  aforesaid  shall  give  public  notice  in  one  or  more 
newspapers  published  as  aforesaid;  and  when  the  whole  number  of 
shares  shall  be  subscribed  as  aforesaid,  the  said  book  shall  be  closed; 
provided,  always,  that  every  person  offering  to  subscribe  in  such  book, 
in  his  own  or  any  other  name,  shall,  at  the  time  of  subscribing,  pay  to 
the  attending  commissioners  five  dollars  for  every  share  subscribed  by 
such  person;  out  of  which  fund  shall  be  defrayed  such  incidental 
charges  and  expenses  as  may  be  incurred  in  taking  such  subscription, 
and  the  remainder  shall  be  paid  to  the  treasurer  of  the  corporation  as 
soon  as  the  same  shall  be  organized,  and  the  officers  chosen  as  herein- 
after mentioned. 

Sec.  2.  [When  Charter  Shall  Issue.] — That  when  twenty  persons 
or  more  shall  have  subscribed  the  whole  number  of  shares  authorized, 
and  shall  have  paid  ten  per  centum  on  the  capital  stock,  the  said  com- 
missioners, or  a majority  of  them  shall  certify,  under  their  hands  and 
seals,  and  with  their  oaths  or  affirmations  respectively,  the  names  of 
the  subscribers,  and  the  number  of  shares  subscribed  and  amount  paid 
in  by  each,  to  the  governor  of  this  Commonwealth,  who,  thereupon,  if 
satisfied  of  the  truth  of  said  certificate,  shall,  by  letters  patent  under  his 
hand  and  seal  of  the  State,  create  and  erect  the  subscribers  into  a body 
politic  and  corporate  in  deed  and  in  law,  by  the  name,  style  and  title 
designated  by  said  special  act;  and  by  such  name  the  said  subscribers, 
and  those  who  may  thereafter  become  associated  with  them,  shall  have 
perpetual  succession,  and  shall  be  able  to  sue  and  be  sued,  implead  and 
be  impleaded  in  all  courts  of  record  and  elsewhere,  and  to  make  and  to 
have  a common  seal,  and  the  same  to  break,  alter  and  renew  at  pleas- 
ure ; and  also  to  ordain,  establish  and  put  in  execution  such  by-laws, 
ordinances  and  regulations  as  shall  be  necessary  and  convenient  for  the 
government  of  said  corporation,  not  being  contrary  to  the  Constitution 
or  laws  of  the  United  States  or  of  this  Commonwealth,  and  generally 


PROVIDENT  LIFE  AND  TRUST. 


289 


to  do  all  and  singular  the  matters  which  to  them  it  shall  lawfully  ap- 
pertain to  do  for  the  well-being  of  the  said  corporation  and  the  man- 
agement of  the  affairs  thereof. 

Sec.  3.  [Capital  Stock  of  Company.] — That  the  capital  stock  of 
such  company  shall  be  divided  into  shares  of  fifty  dollars  each,  pay- 
ment of  which  shall  be  made  in  gold,  silver,  or  notes  of  specie-paying 
banks  of  this  Commonwealth,  and  the  manner  following,  to  wit : Five 
dollars  on  each  share  at  the  time  of  subscription  as  aforesaid,  and 
twenty  dollars  on  each  share  within  ninety  days  thereafter,  the  residue 
to  be  paid  in  such  instalments  as  by  the  by-laws  of  the  corporation  shall 
be  directed ; and  if  any  subscriber,  his  or  her  assignee  or  transferee,  shall 
refuse  or  neglect  to  pay  the  first  or  any  subsequent  instalment  called 
for  and  demanded  by  the  directors  of  said  company  for  the  space  of 
sixty  days  after  the  same  shall  be  payable,  such  subscriber,  his  or  her 
assignee  or  transferee,  shall  forfeit  each  and  every  share  on  which 
payment  shall  not  have  been  duly  made,  or  shall  be  liable  to  suit  there- 
for, with  one  per  centum  a month  interest  thereon,  in  the  same  manner 
as  debts  of  the  like  amount  are  now  recoverable. 

Sec.  5.  [How  Directors  Shall  Be  Chosen.] — That  at  all  elections 
for  directors,  the  votes  of  the  stockholders  shall  be  by  ballot,  each  share 
of  stock  not  exceeding  ten  having  one  vote,  and  every  five  shares  over 
ten  having  one  additional  vote.  No  stockholder  shall  vote  by  proxy, 
nor  shall  he  or  she  be  entitled  to  vote  after  the  said  first  election,  unless 
the  share  or  shares  shall  have  been  standing  in  his  or  her  name,  on 
the  books  of  the  company,  for  three  months  previous  to  said  election, 
nor  unless  the  whole  sum  due  and  payable  on  the  share  or  shares  by 
him  or  her  held  at  the  time  of  such  election,  shall  have  been  fully  paid 
and  discharged.  The  first  election  of  directors  shall  be  held  on  the 
third  Monday  after  letters  patent  shall  have  been  granted  as  afore- 
said ; and  said  directors  then  chosen  shall  hold  their  offices  until  the 
first  annual  election,  or  until  new  directors  shall  be  chosen  as  herein 
provided. 

Sec.  6.  [Stock  May  Be  Assigned.] — That  the  shares  of  stock  of 
the  said  corporation  shall  be  assignable  and  transferable  only  on  the 
books  of  the  corporation,  according  to  such  rules  and  regulations  as 
the  directors  shall  for  that  purpose  ordain  and  establish,  and  not 
otherwise. 

Sec.  7.  [Kinds  of  Insurance  Companies.] — The  said  companies 
shall  be  divided  into  two  classes,  the  first  of  which  shall  be  empowered 
to  take  risks  against  fire  on  all  kinds  of  buildings,  merchandise  and 
other  property,  either  limited  or  perpetual ; to  effect  marine  and  inland 


2 go  CHARTERS  OF  LIFE  INSURANCE  COMPANIES. 

insurances  on  vessels,  cargoes  and  freights,  and  on  merchandise  and 
other  property  transported  on  rivers,  canals,  lakes  and  railroads,  and 
by  steamboats,  wagons,  or  otherwise,  and  to  reinsure  themselves.  And 
the  second  class  shall  be  empowered  to  insure  the  respective  lives  of  its 
members  and  others,  and  to  make  all  and  every  insurance  appertaining 
to  life  risks  of  whatever  kind  or  nature,  and  to  receive  and  execute 
trusts,  to  make  endowments,  and  to  grant  and  purchase  annuities ; but 
in  no  case  shall  the  powers  conferred  on  the  one  class  be  exercised  by 
the  other  class  without  special  authority  therefor  from  the  legisla- 
ture; provided,  that  any  company  may  limit  itself  in  its  charter  to  the 
exercise  of  a portion  of  the  powers  enumerated  under  either  of  the 
foregoing  classifications. 

sj;  sje  ;jc  jjs 

Sec.  9.  [How  Assets  May  Be  Invested.] — That  it  shall  and  may  be 
lawful  for  said  companies  to  employ  and  invest  their  capital  stock  and 
other  moneys  of  said  companies  in  bonds  and  mortgages  on  real  estate, 
in  respondentia  or  bottomry  bonds,  ground  rents,  stocks  or  loans  of  the 
United  States  and  State  of  Pennsylvania,  and  in  stocks  or  loans  of  any 
borough,  city  or  institution  incorporated  by  the  laws  of  this  State,  and 
in  other  good  securities,  and  to  sell  and  transfer  the  same,  and  to  re- 
invest the  proceeds  of  such  sale  or  transfer  in  other  such  loans,  stocks 
or  securities ; and  the  real  estate  which  it  shall  be  lawful  for  said  com- 
pany to  purchase,  receive,  hold  and  convey,  shall  be 

1.  Such  as  shall  be  requisite  for  its  immediate  accommodation  in 
the  convenient  transaction  of  business. 

2.  Such  as  shall  have  been  mortgaged  to  it  in  good  faith,  by  way  of 
security  for  loans  previously  contracted,  or  for  moneys  due. 

3.  Such  as  shall  have  been  conveyed  to  it  in  satisfaction  of  debts 
previously  contracted  in  the  course  of  its  dealings. 

4.  Such  as  shall  be  purchased  at  sales  upon  judgments,  decrees  or 
mortgages  obtained  or  made  for  debts  due  said  company,  or  for  debts 
due  other  persons  where  said  company  may  have  liens  or  incumbrances 
on  the  same,  and  the  purchase  is  deemed  necessary  to  save  the  com- 
pany from  loss ; provided,  that  no  real  estate  acquired  by  the  corpora- 
tion, except  that  necessary  for  the  transaction  of  business,  shall  be 
retained  by  said  corporation  for  a longer  period  than  five  years ; and 
provided  further,  that  whenever  such  company  shall  have  the  power  of 
receiving  and  executing  trusts  under  the  second  classification  afore- 
said, it  shall  be  and  is  hereby  authorized  and  empowered  to  take,  re- 
ceive and  hold  all  estates  and  property,  real  and  personal,  which  may 
be  granted,  committed,  transferred  or  conveyed  to  it,  with  its  con- 
sent, upon  any  trust  or  trusts  whatsoever,  at  any  time  or  times,  by 


PROVIDENT  LIFE  AND  TRUST. 


29I 

any  person  or  persons,  body  or  bodies  corporate,  or  by  any  court  of 
the  United  States  or  of  this  State,  and  to  administer,  fulfill  and  dis- 
charge the  duties  of  such  trusts. 

Sec.  10.  [How  Contracts  May  Be  Issued.] — That  in  execution  of 
the  several  powers  that  may  be  conferred  on  such  companies  respec- 
tively, they  are  hereby  empowered  to  make,  execute,  and  perfect  such 
contracts,  bargains,  agreements,  policies  and  other  instruments  as  shall 
or  may  be  necessary,  and  as  the  nature  of  the  case  may  require;  and 
every  such  contract,  bargain,  policy  and  other  agreement,  shall  be  in 
writing  or  print  under  the  corporate  seal,  and  signed  by  the  president, 
or  in  his  absence  or  inability  to  serve,  by  the  vice-president  or  other 
officer  in  that  event  designated  by  the  by-laws,  and  shall  be  duly  at- 
tested by  the  secretary  or  other  proper  officer  of  said  company,  who 
may  be  in  like  manner  designated. 

Sec.  11.  [Mutual  and  Stock  Companies.] — That  whenever  any 
company  may  be  incorporated  under  this  law,  and  may  intend  to  trans- 
act its  business  upon  the  mutual  principle  exclusively,  or  in  connec- 
tion with  a joint  stock  capital,  it  shall  be  so  designated  in  its  charter; 
and  if  upon  the  mutual  principle  exclusively,  then  the  parties  named  in 
said  special  act,  and  their  associates,  shall  be  made  and  constituted  a 
body  corporate,  directly,  and  without  the  grant  of  letters  patent,  as 
hereinafter  provided  in  reference  to  joint  stock  companies,  and  in  that 
case  all  persons  insuring  with,  and  continuing  to  be  insured  therein, 
shall  thereby  become  members  during  the  period  they  shall  remain  so 
insured,  and  no  longer,  and  shall  pay  such  rates  as  shall  be  determined 
by  the  board  of  directors,  and  be  liable  for  all  losses  or  expenses  of  said 
company  to  the  amount  of  the  premiums  paid  or  agreed  to  be  paid,  by 
said  members  respectively.  At  the  elections  for  directors,  each  mem- 
ber insured  by  any  sum  not  less  than  one  dollar,  paid  in  as  a premium 
of  insurance  to  said  company  during  the  year  previous  to  said  elec- 
tion, and  on  policy  then  existing,  shall  have  one  vote ; and  for  every 
additional  twenty-five  dollars  so  paid,  one  other  vote.  In  other  re- 
spects, the  management  of  said  mutual  companies  shall  be  as  hereinbe- 
fore provided  in  reference  to  joint  stock  insurance  companies;  pro- 
vided, however,  that  no  company  incorporated  with  the  powers  before 
enumerated  under  the  second  class,  shall  undertake  or  execute  trusts 
of  any  description,  until  at  least  one  hundred  thousand  dollars  as  capi- 
tal stock  shall  have  been  first  subscribed  and  paid  in. 

* * * * * * 

Sec.  16.  [Tax  on  Stock  and  Dividends.] — That  all  companies  in- 
corporated under  this  act,  shall  semi-annually  account  for,  and  pay 
into  the  treasury  of  this  Commonwealth  the  tax  on  capital  stocks  and 


292 


CHARTERS  OF  LIFE  INSURANCE  COMPANIES. 


dividends,  as  provided  by  the  thirty-third  section  of  an  act  to  reduce  the 
State  debt  and  incorporate  the  Pennsylvania  Canal  & Railroad  Com- 
pany, passed  the  twenty-ninth  day  of  April,  A.  D.  1844,  or  as  may  be 
from  time  to  time  provided  by  law. 

Sec.  17.  [Penalty  for  Embezzlement.'] — That  if  any  director  or 
officer  of  any  of  said  companies  shall  fraudulently  embezzle  or  appro- 
priate to  his  own  use,  or  to  the  use  of  any  other  person  or  persons, 
any  money  or  other  property  belonging  to  the  said  institution,  or  left 
with  or  held  by  the  said  company  in  trust  as  a special  deposit  or  other- 
wise, he  or  they,  on  conviction  thereof,  shall  be  fined  in  a sum  not  less 
than  the  amount  so  appropriated  or  embezzled,  and  sentenced  to 
undergo  an  imprisonment  in  the  penitentiary,  in  separate  and  solitary 
confinement  at  labor,  for  any  term  not  exceeding  five  years,  at  the 
discretion  of  the . court ; provided,  that  this  shall  not  prevent  any  per- 
son aggrieved  from  pursuing  his,  her  or  their  civil  remedy  against  such 
person  or  persons. 

Sec.  2.  [ Directors  to  Manage  Company.] — The  affairs  of  said 

company  shall  be  managed  by  nine  directors,  stockholders  of  said  com- 
pany. The  board  of  directors  first  elected,  at  the  time  designated  in 
the  fifth  section  of  said  act,  shall,  at  their  first  meeting  after  their 
election,  divide  themselves  by  lot  into  three  classes  of  three  each ; the 
first  class  shall  continue  to  be  directors  until  the  next  regular  annual 
meeting  of  the  stockholders,  the  second  class  until  the  next  regular  an- 
nual meeting  but  one ; and  the  third  class  until  the  next  regular  annual 
meeting  but  two.  The  regular  annual  meetings  of  the  stockholders 
shall  be  held  on  the  second  day  of  the  first  month  in  each  year,  and  an 
election  shall  be  held  on  the  said  day,  in  each  year,  between  the  hours 
of  10  A.  M.  and  2 P.  M.,  for  three  directors  to  serve  for  three  years.* 
Nothing  herein  contained  shall  be  construed  to  make  the  outgoing 
directors  ineligible  for  re-election ; and  the  directors  for  the  time  being 
shall  continue  in  office  until  others  are  elected  in  their  place.  The 
board  of  directors  shall  annually  elect  a president  from  their  own  num- 
ber, and  such  other  officers  and  agents  as  they  may  deem  necessary  or 
expedient,  for  conducting  the  business  of  said  company,  and  shall 
have  the  power  to  declare,  by  by-laws,  what  number  of  directors,  less 
than  a majority  of  the  whole,  shall  constitute  a quorum  for  the  trans- 
action of  business.  The  officers  of  said  corporation  shall  perform  the 
duties  of  their  respective  offices  until  they  shall  be  re-elected,  removed 


* By  the  supplements  approved  March  12,  1866,  and  February  1,  1871,  the  time  for  holding 
the  regular  annual  meeting  of  stockholders  is  changed  to  the  second  Monday  of  first  month 
(January)  in  each  year,  and  the  number  of  directors  increased  to  fifteen,  of  whom  five  shall 
be  voted  for  at  each  annual  election.  , 


PROVIDENT  LIFE  AND  TRUST. 


293 


from  office,  or  their  successors  shall  be  chosen.  And  in  case  of  the 
death  or  resignation  of  a director,  the  vacancy  occasioned  thereby  may 
be  filled  by  the  remaining  directors. 

Sec.  3.  [Amount  of  Capital  Stock.] — The  capital  stock  of  said 
company  shall  consist  of  three  thousand  shares  of  fifty  dollars  each,  to 
be  paid  in  lawful  money  of  the  United  States,  in  such  instalments  as 
the  directors  may  determine;  and  a majority  of  the  stockholders  con- 
vened for  that  purpose,  on  ten  days’  notice,  published  in  two  daily 
newspapers  in  the  city  of  Philadelphia,  may  increase  the  capital  stock 
to  an  amount  not  exceeding  ten  thousand  shares,  to  be  paid  in  such 
instalments  as  the  directors  may  determine.* 

Sec.  4.  [Directors  May  Declare  Dividends.] — The  directors  shall 
have  the  power,  annually  or  oftener,  to  declare  dividends  out  of  the 
net  profits  of  the  business  of  the  company. 

Sec.  5.  [May  Assume  Various  Trusts.] — It  shall  be  lawful  for 
any  court  of  the  Commonwealth  of  Pennsylvania,  with  the  consent  of 
said  company,  to  appoint  them  trustee,  assignee,  guardian  of  a minor, 
committee  of  a lunatic,  or  receiver,  and  to  allow  them  like  compensa- 
tion for  the  execution  of  such  trusts  as  would,  by  law,  be  allowed  to 
individuals  executing  such  trusts ; provided,  that  no  bond  or  collateral 
security  shall  be  required  from  said  company  when  appointed  trustee, 
assignee,  guardian,  committee,  or  receiver ; but  for  the  proper  care  and 
investment  of  property  or  moneys  received  by  them,  under  such  trust, 
they  shall  be  liable  to  the  same  extent  as  individual  trustees,  etc.,  are 
liable. f 

Sec.  6.  [May  Receive  Money  on  Deposit.] — The  said  company  are 
authorized  and  empowered  to  receive  moneys  on  deposit,  to  be  re- 
turned on  demand,  or  on  such  notice  and  with  such  interest  as  may  be 
agreed  upon  between  the  parties ; provided,  that  such  rate  of  interest 
shall  in  no  case,  exceed  six  per  cent  per  annum. 

Sec.  7.  [Policyholders  may  Vote.] — At  the  election  for  directors 
beside  the  votes  to  which  stockholders  are  entitled,  each  policyholder 
in  said  company,  having  paid  to  the  same  not  less  than  fifty  dollars  in 
premiums  on  such  policy,  shall  be  entitled  to  one  vote.l 

* The  power  granted  in  Sec.  3 was  exercised  by  the  stockholders  resolving,  at  a special 
meeting  called  for  that  purpose  and  held  fifth  month,  24,  1870,  to  increase  the  capital  stock 
to  the  sum  of  five  hundred  thousand  dollars,  which  has  since  been  paid  in. 

By  supplement  approved  April  1,  1873,  authority  was  given  to  increase  the  capital  stock 
from  time  to  time  to  a sum  not  exceeding  two  millions  of  dollars;  also,  to  change  the  par 
value  of  the  stock  to  one  hundred  dollars  per  share,  and  to  issue  one  share  at  the  increased 
value  in  place  of  two  of  the  old  shares. 

t By  supplement  approved  March  12,  1866,  it  was  enacted  that  any  persons  or  bodies 
politic  or  corporate  may  appoint  this  company  trustees,  etc. 
t Amended  by  supplement  of  March  12,  1866. 


294 


CHARTERS  OF  LIFE  INSURANCE  COMPANIES. 


Sec.  8.  [Location  of  Place  of  Business.] — The  business  of  the  said 
corporation  shall  be  carried  on  at  such  place  in  the  city  of  Philadelphia 
as  the  directors  shall  direct,  and  at  such  agencies  as  they  may  establish. 
Approved  the  twenty-second  day  of  March,  A.  D.  1865. 


Amendment  of  1866. 

A supplement  to  an  act  entitled  “An  act  to  incorporate  the  Provident 
Life  and  Trust  Company  of  Philadelphia.” 

Sec.  1.  [Changing  Date  of  Annual  Meeting.] — Be  it  enacted  by 
the  Senate  and  House  of  Representatives  of  the  Commonwealth  of 
Pennsylvania,  in  general  assembly  met,  and  it  is  hereby  enacted  by 
authority  of  the  same,  that  so  much  of  the  second  section  of  the  act  to 
which  this  is  a supplement,  as  provides  that  the  regular  annual  meeting 
of  the  stockholders  of  said  company  shall  be  held  on  the  second  day  of 
the  first  month  in  each  year,  be  and  is  hereby  repealed,  and  such  meet- 
ing shall  hereafter  be  held  on  the  second  Monday  of  the  first  month, 
January,  in  each  and  every  year. 

Sec.  2.  [May  be  Appointed  Trustee.] — That  it  shall  and  may  be 
lawful  for  any  person  or  persons,  or  bodies  politic  or  corporate,  by 
deed,  will,  or  otherwise,  to  make  and  appoint  the  said  company,  trustee, 
guardian  of  the  estates  of  minor  children,  committee  of  a lunatic,  or 
receiver,  in  the  same  manner  and  upon  the  same  provisions,  as  by  the 
fifth  section  of  the  act  to  which  this  is  a supplement,  any  court  of  the 
Commonwealth  of  Pennsylvania  can  or  may  do ; and  the  said  company 
is  further  empowered  to  accept  such  appointments,  and  to  act  as  ex- 
ecutor or  administrator  of  any  deceased  testator  or  intestate,  without 
there  being  required  to  be  given  by  said  company,  any  bond  or  sureties 
for  the  fulfillment  of  such  trusts ; and  letters  testamentary  and  of  ad- 
ministration may  be  issued  by  the  registers  of  wills  for  the  proper 
counties,  to  them,  for  such  appointments  as  executor  or  administrator, 
as  the  said  company  may  accept,  without  such  bond  or  sureties. 

Sec.  3.  [Capital  Stock  Security  for  Trusts.] — That  the  capital  stock 
of  said  company  shall  be  taken  and  considered  as  the  security  required 
by  law  for  the  faithful  performance  of  their  duties  as  such  executors 
or  administrators,  guardians,  trustees,  or  receiver,  and  shall  be  liable 
in  case  of  any  default. 

Sec.  4.  [Stockholders  may  Vote  for  Directors.] — That  the  seventh 
section  of  the  said  act  incorporating  said  company,  be  and  hereby  is 
repealed,  and  that  every  policyholder  in  the  said  company,  having  paid 
up  the  dues  to  the  company  on  their  several  policies,  shall  be  entitled 
at  each  annual  election  for  directors,  to  one  vote  for  one  director. 

Approved  March  12,  1866. 


PROVIDENT  LIFE  AND  TRUST. 


295 


Amendment  of  1869. 

A supplement  to  an  act  to  incorporate  the  Provident  Life  and  Trust 
Company  of  Philadelphia,  requiring  the  profits  arising  from  life 
insurance  business  to  be  divided  amongst  the  policyholders. 

Sec.  1.  [Dividends  to  Policyholders.] — Be  it  enacted  by  the  Senate 
and  House  of  Representatives  of  the  Commonwealth  of  Pennsylvania, 
in  general  assembly  met,  and  it  is  hereby  enacted  by  authority  of  the 
same,  that  the  first  section  of  the  act  to  which  this  is  a supplement, 
shall  be  amended  by  adding  thereto  the  following  provision,  viz. : 
“And  that  all  the  net  profits  to  be  derived  from  the  business  of  life  in- 
surance, after  deducting  the  expenses  of  the  company,  shall  be  divided 
pro  rata  among  the  holders  of  the  policies  of  such  life  insurance, 
equitably  and  ratably,  as  the  directors  of  said  company  shall  and  may, 
from  time  to  time,  ascertain,  determine  and  report  the  same  for 
division.” 

Approved  the  eighteenth  day  of  February,  A.  D.  1869. 


Amendment  of  1871. 

A further  supplement  to  an  act  entitled  “An  act  to  incorporate  the 
Provident  Life  and  Trust  Company  of  Philadelphia,”  approved  the 
twenty-second  day  of  March,  A.  D.  1865,  increasing  the  number 
of  directors  of  said  company. 

Sec.  1.  [May  Increase  Number  of  Directors .] — Be  it  enacted  by 
the  Senate  and  House  of  Representatives  of  the  Commonwealth  of 
Pennsylvania,  in  general  assembly  met,  and  it  is  hereby  enacted  by  the 
authority  of  the  same,  that  the  said  company  shall  have  the  power  to 
increase  the  number  of  the  directors  thereof  to  any  number  not  ex- 
ceeding fifteen  in  all  and  so  much  of  the  section  of  the  said  act  of  in- 
corporation as  limits  the  number  of  said  directors  to  nine,  is  hereby 
repealed. 

Sec.  2.  [Term  of  Office  of  Directors.] — That  the  existing  board  of 
directors  of  said  company  may  appoint  additional  directors  thereof,  not 
exceeding  six  in  number,  to  serve  with  them  until  the  next  ensuing 
annual  election ; the  directors  then  holding  office  shall  have  power  to 
regulate  and  determine  the  tenure  of  office  of  the  individual  members 
of  such  new  board,  and  their  successors,  in  such  a manner  as  shall 
insure  the  expiration  of  the  terms  in  office  of  at  least  one-third  of  the 
whole  number  of  directors,  at  the  end  of  each  year  thereafter ; provided, 
however,  that  any  member  of  said  board  shall  be  deemed  eligible  for 
re-election. 

Approved  the  first  day  of  February,  A.  D.  1871. 


296 


CHARTERS  OF  LIFE  INSURANCE  COMPANIES. 


Amendments  of  1873. 

A further  supplement  to  an  act  to  incorporate  the  Provident  Life  and 
Trust  Company  of  Philadelphia,  authorizing  an  increase  of  the 
capital  of  the  said  company  and  a change  in  the  par  value  of  the 
shares  thereof,  and  allowing  said  company  to  insure  the  safety  of 
property  entrusted  to  their  keeping. 

Sec.  1.  [Capital  may  be  Increased .] — Be  it  enacted  by  the  Senate 
and  House  of  Representatives  of  the  Commonwealth  of  Pennsylvania 
in  General  Assembly  met,  and  it  is  hereby  enacted  by  the  authority  of 
the  same,  that  the  Provident  Life  and  Trust  Company  of  Philadelphia 
shall  have  the  power  to  increase  the  capital  stack  of  said  company, 
from  time  to  time,  as  the  stockholders  by  vote  at  special  meetings  to  be 
called  from  time  to  time  for  that  purpose,  may  determine,  to  a sum  not 
exceeding  two  millions  of  dollars. 

Sec.  2.  [Certificates  of  Stock  May  be  Changed.] — That  whenever 
the  stockholders  of  said  company,  at  a general  or  special  meeting 
thereof,  may  so  elect  and  decide,  the  par  value  of  the  shares  of  the 
capital  stock  of  said  company  may  be  changed  from  fifty  dollars  per 
share  to  one  hundred  dollars  per  share,  and  the  old  certificates  thereof 
taken  in  and  new  ones  issued  in  lieu  thereof,  at  the  rate  of  one  share 
at  the  increased  value  for  two  of  the  old  shares. 

Sec.  3.  [May  Become  a Safe  Deposit  Company.] — That  the  said 
company  shall  also  have  power  to  receive  upon  deposit,  for  safe  keep- 
ing, stocks,  bonds  and  other  property  or  valuables,  and  to  make  in- 
surance for  the  safe  keeping  and  proper  return  thereof,  upon  such 
terms  and  conditions  as  by  by-laws  and  rules  of  the  said  company  may 
be  prescribed. 

Approved  the  first  day  of  April,  A.  D.  1873. 


EXTRACTS  FROM  THE  BY-LAWS. 

Sec.  1.  Officers. — The  officers  of  the  company  shall  be  a president,  one  or 
more  vice-presidents,  an  actuary,  a manager  of  the  insurance  department,  a 
trust  officer  and  assistant  trust  officer,  a treasurer,  a secretary,  and  such  other 
officers  as  may  from  time  to  time  be  required  for  the  prompt  and  orderly  trans- 
action of  the  business  of  the  company. 

Sec.  2.  Time  of  Holding  Office. — The  president  and  vice-presidents  shall  be 
elected  annually  by  the  board  of  directors.  The  actuary  and  other  subordinate 
officers  shall  be  appointed  by  the  board,  and  shall  hold  their  offices  during  the 
pleasure  of  the  board. 

Sec.  9.  Meetings  of  the  Board. — The  stated  meetings  of  the  board  of  direc- 
tors shall  be  on  the  first  second  day  of  every  month,  except  when  the  second 
day  of  the  week  shall  fall  on  the  first,  second  or  third  day  of  the  month,  in 
which  case  the  meeting  shall  be  on  the  following  second  day;  and  special  meet- 


PROVIDENT  LIFE  AND  TRUST. 


297 


ings  may  at  any  time  be  called  by  the  president  on  his  own  authority,  or  when 
requested  by  two  directors.  Eight  directors  shall  be  a quorum. 

Sec.  11.  Committee  of  Finance,  Etc. — At  the  first  meeting  of  the  directors 
after  the  election,  a committee  of  four  or  more  directors,  one  of  whom  shall  be 
a vice-president,  to  be  called  the  committee  of  finance  and  accounts,  and  a 
committee  of  eight  or  more  directors,  to  be  called  the  committee  on  trusts  and 
audit,  shall  be  appointed  by  the  president,  to  serve  during  the  year;  and  in  case 
of  the  death,  resignation  or  continued  absence  of  any  member  of  the  said  com- 
mittees, another  shall  be  appointed  in  his  place. 

The  duty  of  the  committee  on  finance  shall  be  to  supervise  and  control  the 
investments  of  the  company  in  accordance  with  the  provision  of  the  act  of 
incorporation,  except  the  investments  in  mortgages  and  ground  rents.  They 
shall  exhibit  minutes  of  their  proceedings  to  the  board  monthly. 

The  duty  of  the  committee  on  trusts  and  audit  shall  be  to  examine  the  assets 
of  the  company  at  least  once  in  three  months,  and  to  advise  in  all  matters 
relating  to  trusts  which  may  be  confided  to  the  care  of  the  company.  They 
shall  also  supervise  and  control  the  investment  of  moneys  in  mortgages  and 
ground  rents. 

Sec.  12.  Special  Committees. — All  special  committees  shall  be  appointed  by 
the  president. 

Sec.  13.  Insurance  and  Contracts. — The  officers  of  the  company  shall  have 
power  to  insure  on  any  single  or  joint  lives  any  sum  not  exceeding  $75,000  and 
may  contract  for  annuities  and  endowments.  All  insurance  policies,  annuity 
bonds  or  other  contracts  made  by  the  company  must  be  signed  by  the  presi- 
dent or  one  of  the  vice-presidents,  and  the  seal  of  the  company  must  be  duly 
affixed  thereto,  and  attested  by  the  signature  of  any  one  of  the  following  offi- 
cers, viz. : the  actuary,  trust  officer,  assistant  trust  officer,  treasurer  or  secretary. 

Sec.  14.  Deposits  of  Moneys. — All  moneys  belonging  to  the  company,  ex- 
cept such  amounts  as  may  be  kept  for  convenience  in  the  company’s  vault  and 
temporarily  in  banks  of  other  cities  subject  to  check  by  the  general  agents  of 
the  company,  shall  be  deposited  in  the  name  of  the  company  in  such  banks  as 
the  president  may  designate  from  time  to  time.  No>  money  shall  be  drawn 
from  such  accounts  otherwise  than  by  checks  signed  by  the  president,  one  of 
the  vice-presidents,  or  the  treasurer.  Said  checks  shall  be  drawn  to  the  order 
of  the  paying  teller,  and  endorsed  by  him,  or  with  his  name  for  him  by  proxy 
by  one  of  the  following  officers : the  actuary,  trust  officer,  assistant  trust  officer, 
or  secretary,  or  by  the  president,  or  one  of  the  vice-presidents,  or  the  treasurer, 
when  the  checks  are  not  signed  by  the  officer  endorsing. 

Sec.  16.  Transfers  of  Bonds,  Stocks,  Etc. — The  president  or  either  vice- 
president  of  the  company  is  hereby  authorized  and  empowered  to  transfer, 
either  in  person  or  by  attorney,  all  loans  of  the  United  States,  the  State  of 
Pennsylvania,  the  city  of  Philadelphia,  and  any  other  loans  or  stocks  registered 
in  the  name  of  the  company  which  may  be  held  for  itself  or  in  a fiduciary 
capacity,  and  for  that  purpose  to  execute  special  powers  with  the  seal  of  the 
company  duly  affixed  thereto,  and  attested  by  the  signature  of  any  one  of  the  fol- 
lowing officers,  viz.:  the  actuary,  trust  officer,  assistant  trust  officer,  treasurer 
or  secretary. 

Sec.  17.  Conveyances  of  Real  Estate,  Etc. — All  transfers  and  conveyances 
of  real  estate,  assignments  of  mortgages,  extensions  of  mortgages,  releases  of 
mortgages,  assignments  and  extinguishments  of  ground  rents,  and  generally  all 


298 


CHARTERS  OF  LIFE  INSURANCE  COMPANIES. 


instruments  touching  or  affecting  the  title  to  real  estate,  whether  said  real 
estate,  mortgages  or  ground  rents  shall  be  a part  of  the  general  corporate  prop- 
erty of  the  company  or  held  in  any  fiduciary  capacity,  shall  be  made  and  ex- 
ecuted in  the  name  of  the  company  by  the  president  or  one  of  the  vice-presi- 
dents thereof  under  the  corporate  seal  duly  attested  by  the  actuary,  trust  officer, 
assistant  trust  officer,  treasurer,  or  secretary,  or  either  of  them;  and  authority 
to  execute  all  transfers,  conveyances,  assignments,  extensions,  releases,  extin- 
guishments and  instruments  touching  or  affecting  the  title  to  real  estate  as 
aforesaid,  is  hereby  upon  said  officers  conferred  as  fully,  amply  and  entirely 
and  with  the  same  and  like  force  and  effect  as  if  a special  resolution  of  the 
board  of  directors  were  adopted  in  each  case;  and  all  transfers,  conveyances, 
assignments,  extensions,  releases,  extinguishments  and  instruments  touching 
or  affecting  the  title  to  real  estate  as  aforesaid,  heretofore  so  made  and  executed, 
are  hereby  ratified,  approved  and  confirmed. 

Sec.  20.  Transfers  of  Company’s  Stock. — The  stock  of  this  company  shall 
be  assignable  only  on  the  books  of  this  company,  in  person  or  by  duly  au- 
thorized attorney  or  representative,  subject  to  all  the  restrictions  and  provisions 
of  the  act  under  which  this  company  is  organized;  and  a transfer  book  shall  be 
kept,  in  which  all  assignments  and  transfers  of  stocks  shall  be  made,  and  which 
shall  be  witnessed  by  an  officer  of  the  company.  Transfers  of  stock  shall  be 
suspended  for  five  days  preparatory  to  the  day  on  which  dividends  shall  be 
declared  payable;  and  dividends  shall  be  paid  to  the  stockholders  in  whose 
name  the  stock  shall  stand  on  the  day  on  which  the  books  are  closed. 

Sec.  21.  Certificates  of  Stock. — Certificates  of  stock  of  the  company  shall 
be  issued  to  stockholders  signed  by  the  president  or  one  of  the  vice-presidents 
with  the  seal  of  the  company  duly  affixed  thereto  and  attested  by  the  signature 
of  any  one  of  the  following  officers:  the  actuary,  trust  officer,  assistant  trust 
officer,  treasurer,  or  secretary.  The  certificate  shall  state  upon  the  face  thereof 
that  the  stock  is  transferable  only  on  the  books  of  the  company;  and  when 
stock  is  transferred,  the  certificates  thereof  shall  be  returned  to  the  company 
and  canceled,  and  new  certificates  issued.  The  stock  of  the  company  shall  be 
duly  registered  by  some  other  corporation. 

Sec.  22.  Expenses. — All  the  current  expenses  of  the  company  shall  be  paid 
by  the  treasurer.  They  shall  be  charged  to  the  life  insurance  fund  upon  the 
books  of  the  company,  except  that  all  taxes  upon  dividends  made  to  the  stock- 
holders, and  upon  moneys  on  deposit,  shall  be  charged  against  the  earnings 
of  the  stock  department. 

Sec.  23.  Disclosure  of  Business. — No  director,  officer,  or  employee  of  this 
company  shall  be  allowed  to  disclose  any  of  the  business  of  the  company,  or 
of  any  of  its  dealers,  that  is  not  of  a public  nature,  or  duly  required  by  legal 
authority,  except  the  necessary  information  to  dealers  concerning  their  own 
particular  business. 

Sec.  24.  Insurance  and  Stock  Dividends. — In  order  that  the  policyholders 
shall  receive  the  entire  benefit  from  the  insurance  fund,  the  insurance  account 
shall  be  kept  separate  and  distinct  from  the  trust  accounts,  and  moneys  received 
for  premiums  and  annuities  shall  be  securely  invested.  The  surplus  of  this 
fund  shall  be  carefully  calculated,  and  dividends  shall  be  made  on  the  con- 
tribution plan,  so  that  each  policyholder  shall  receive  one  on  the  payment  of 
his  third  yearly  premium,  and  annually  thereafter  on  the  payment  of  each  sub- 
sequent yearly  premium,  whenever  a declaration  of  dividend  shall  be  made  by 


PROVIDENT  LIFE  AND  TRUST. 


299. 


the  board.  At  the  stated  meetings  of  the  board  in  the  sixth  and  twelfth  months 
of  every  year,  the  board  may  declare  a dividend  of  so  much  of  the  profits  of  the 
stock  branch  of  the  company  as  they  shall  judge  expedient,  and  the  same  shall 
be  payable  to  the  stockholders  on  demand;  but  such  dividends  shall  in  no  case 
exceed  the  amount  of  the  net  profits  then  on  hand. 

Sec.  24.  The  purchase  of  stock  of  this  company  by  any  of  the  officers  or 
employees  thereof,  for  the  purpose  of  speculation  or  resale,  is  forbidden;  and 
no  charge  or  brokerage  of  any  kind  shall  be  made  by  them  on  sales  of  stock; 
but  nothing  herein  contained  shall  be  construed  to  forbid  a purchase  for  invest- 
ment on  the  part  of  said  officers  or  employees. 

Sec.  25.  Amendments. — The  by-laws  of  this  company  may  be  changed,  al- 
tered and  amended  from  time  to  time  by  the  board  of  directors,  provided  that 
any  proposal  for  such  change  or  amendment  shall  be  made  in  writing  at  any 
regular  monthly  meeting  of  the  board,  and  shall  lie  over  for  final  action  thereon 
until  at  least  the  next  regular  monthly  meeting  thereafter,  and  that  the  notice 
of  the  meeting  at  which  the  by-law  is  to  be  finally  passed  upon  shall  contain  a 
notice  that  such  action  is  to  be  taken. 

* * * * * * 

At  a stated  meeting  of  the  board  of  directors  of  the  Provident  Life  and  Trust 
Company  of  Philadelphia,  held  2d  mo.  6th,  1899,  the  foregoing  by-laws  were 
adopted.  Sections  13  and  14  amended  1 — 6 — ’02.  SECRETARY. 


3°° 


CHARTERS  OF  LIFE  INSURANCE  COMPANIES. 


PROVIDENT  SAVINGS  LIFE  ASSURANCE  SOCIETY  OF 

NEW  YORK. 


Amended  Charter. 

Article  i.  [Name  of  Society.] — This  corporation  shall  be  called 
the  “Provident  Savings  Life  Assurance  Society  of  New  York,”  The 
place  where  it  shall  be  located,  and  where  shall  be  the  principal  office 
for  the  transaction  of  business,  shall  be  the  city  of  New  York. 

Article  2.  [Kind  of  Business  to  be  Done.] — The  kind  of  business 
to  be  undertaken  by  the  corporation  shall  be  to  “make  insurance  upon 
the  lives  of  individuals  and  every  insurance  appertaining  thereto  or 
connected  therewith,  and  to  grant,  purchase  or  dispose  of  annuities.” 
This  corporation  shall  possess  and  enjoy  all  powers,  privileges  and 
franchises,  and  shall  be  subject  to  all  restrictions,  regulations  and  ob- 
ligations imposed  upon  incorporations  organized  or  existing  under  the 
said  act  passed  by  the  Legislature  of  the  State  of  New  York,  June  24, 
1853,  and  acts  passed  or  to  be  passed  in  amendment  thereof  or  supple- 
mental thereto. 

Article  3.  [Capital  Stock.] — The  capital  stock  of  this  corporation 
shall  be  one  hundred  thousand  dollars. 

Article  4.  [Distribution  of  Surplus.] — Within  sixty  days  after  the 
close  of  each  fiscal  year,  a valuation  of  the  assets  and  the  liabilities  of 
the  corporation  shall  be  made,  when,  after  providing  for  all  outstand- 
ing obligations,  including  such  additional  reserve  as  shall  be  deemed 
advisable,  the  surplus  shall  be  divided  as  follows.  First,  the  stock- 
holders shall  be  entitled  to  a semi-annual  dividend,  not  to  exceed  three 
and  one-half  per  cent,  on  the  amounts  standing  to  their  credit  on  the 
books  of  the  corporation.  Second,  the  net  surplus  arising  from  the 
payments  of  persons  insured  upon  the  participating  or  mutual  plan, 
shall  be  divided  amongst  them  in  equitable  proportions.  Third,  any 
surplus  arising  from  the  payments  of  persons  insured  upon  the  non- 
participating or  stock  plan,  and  that  derived  from  other  sources,  shall 
be  credited  pro  rata  to  the  stockholders,  but  shall  be  retained  by  the 
corporation  as  a guaranty  fund,  until  the  same  shall  amount  to  the 
sum  of  two  hundred  and  fifty  thousand  dollars,  after  which  any  excess 
may  be  divided  amongst  the  stockholders  annually. 

Article  5.  [Pozvers  Vested  in  Board  of  Directors.] — The  corpo- 
rate powers  of  the  corporation  shall  be  vested  in  a board  of  directors 


PROVIDENT  SAVINGS  LIFE. 


301 


and  shall  be  exercised  by  them  and  by  such  officers  and  agents  as  they 
may  appoint,  and  from  time  to  time  empower.  The  board  of  directors 
shall  consist  of  fifteen  persons,  each  of  whom  shall  be  a stockholder  in 
the  corporation. 

Article  6.  [Directors  Divided  into  Classes.] — The  first  board  of 
directors  shall  be  elected  by  the  stockholders  at  a meeting  to  be  called 
for  that  purpose  by  the  commissioners  appointed  to  receive  subscrip- 
tions to  the  capital  stock.  The  directors  so  elected  shall,  immediately 
after  organization,  proceed  to  divide  themselves  into  four  classes,  the 
terms  of  which  shall  expire  in  one,  two,  three  and  four  years,  respec- 
tively. The  annual  election  for  directors  shall  be  held  at  the  office  of 
the  corporation,  in  the  city  of  New  York.  Each  stockholder  shall  be 
entitled  in  the  election  of  directors  to  one  vote  for  each  share  of  stock 
standing  in  his  name  upon  the  books  of  the  corporation,  which  votes 
may  be  cast  in  person  or  by  proxy,  in  conformity  with  the  by-laws. 
Vacancies  in  their  number  may  be  filled  for  unexpired  terms  by  the 
board  of  directors. 

Article  7.  [Amendments  to  By-Laws.] — The  board  of  directors 
shall  have  power  to  make,  alter  or  amend  such  by-laws,  rules  and  regu- 
lations for  the  transaction  of  business  and  for  the  management  of 
affairs  not  inconsistent  with  law  or  with  this  charter,  as  may  be  deemed 
wise  and  expedient. 

Article  8.  [Board  to  Choose  Officers.] — The  board  of  directors 
shall  elect  annually  from  their  number  a president,  and  they  may  also 
appoint  a vice-president  and  actuary,  a secretary,  and  such  other  officers 
and  clerks  as  may  be  deemed  requisite,  who  shall  hold  office  during  the 
pleasure  of  the  board. 

Article  9.  [Commissioners  to  Open  Books.] — William  T.  Booth, 
William  S.  Opdyke  and  Sheppard  Homans,  are  hereby  appointed 
commissioners  to  open  books  for  subscription  to  the  capital  stock  of 
the  corporation  and  to  receive  the  same.  Any  two  of  said  commis- 
sioners shall  be  a quorum  for  the  transaction  of  business.  They  shall 
have  power  to  fill  vacancies  in  their  number. 

Article  10.  [Fiscal  Year.] — The  fiscal  year  of  the  corporation 
shall  commence  on  the  first  day  of  January,  and  shall  terminate  on  the 
thirty-first  day  of  December  in  each  year. 

Dated  New  York,  February  25,  1875.  John  R.  Smith,  George 
Walker,  Wm.  Peet,  R.  D.  Bush,  Sheppard  Homans,  Wm.  Calhoun, 
Robt.  J.  Brown,  Wm.  Carson,  Henry  W.  Hubbell,  T.  Burridge, 
Stephen  S.  Lancaster,  James  L.  Goodridge,  Edw.  D.  Foster. 

[Number  of  Directors  Reduced.] — We  hereby  declare  that  hereto- 
fore the  number  of  the  directors  of  the  Provident  Savings  Life  As- 


3°2 


CHARTERS  OF  LIFE  INSURANCE  COMPANIES. 


surance  Society  of  New  York  has  been  twenty-four.  That  on  the 
twenty-ninth  of  April,  1886,  a majority  in  amount  of  the  stockholders 
of  said  society  consented  in  writing  that  the  number  of  directors  of 
said  society  be  reduced  to  fifteen  in  number,  and,  thereafter,  on  the 
same  day,  two-thirds  of  the  directors  of  said  society,  at  a regular  meet- 
ing of  the  board  of  directors  of  said  society,  voted  to  reduce  the  num- 
ber of  its  directors  to  fifteen,  a majority  of  whom  were  to  be  citizens  of 
the  State  of  New  York.  That  a written  notice  has  been  given  to  all  the 
stockholders  of  said  company  of  the  proposed  reduction  of  the  number 
of  directors  of  said  society  and  of  the  said  consent  and  vote. 

New  York,  September,  1886. 

In  witness  whereof,  the  name  and  corporate  seal  of  said  corporation 
is  hereto  affixed,  together  with  the  signatures  of  its  president  and  two- 
thirds  in  number  of  its  directors,  the  Provident  Savings  Life  Assurance 
Society  of  New  York,  by  Sheppard  Homans,  president,  and  Wm.  E. 
Stevens,  secretary.  Sheppard  Homans,  Joseph  H.  Parsons,  Wm.  E. 
Stevens,  D.  Ives  Mackie,  William  Stanley,  Edward  C.  Homans,  Melvin 
Brown,  Stephen  G.  Clarke,  Benjamin  Barker,  Jr.,  Parke  Godwin,  J.  B. 
Houston,  A.  S.  Barnes,  A.  B.  Cornell,  John  R.  Smith,  F.  S.  Grant,  John 
O.  Heald. 

[Consent  of  Stockholders .] — We,  the  undersigned,  constituting  a 
majority  in  amount  of  the  stockholders  of  the  Provident  Savings  Life 
Assurance  Society,  consent  that  the  number  of  directors  of  said  society 
be  reduced  to  fifteen,  a majority  of  whom  shall  be  citizens  of  the  State 
of  New  York,  and  that  the  charter  of  said  society  be  amended  in  that 
respect  so  as  to  show  such  reduction,  and  that  a copy  of  the  charter, 
as  amended,  be  filed  in  the  office  of  the  Superintendent  of  the  Insurance 
Department,  at  Albany,  N.  Y. 

April  28,  1886.  William  Stanley,  Samuel  Parsons,  by  J.  H.  Parsons, 
attorney,  Stephen  G.  Clarke,  Addison  Brown,  Elizabeth  A.  Stanley, 
John  R.  Smith,  A.  S.  Barnes,  William  E.  Stevens,  A.  B.  Cornell,  Joseph 
H.  Parsons,  T.  H.  Porter,  Charles  C.  Worthington. 


EXTRACTS  FROM  THE  BY-LAWS. 

1.  Meetings,  Annual. — The  annual  meeting  of  the  corporation,  for  election  of 
directors,  shall  be  held  at  its  principal  office,  in  the  city  of  New  York,  on  the 
first  Thursday  of  April  in  each  year.  A written  or  printed  notice  thereof  shall 
be  mailed  or  delivered  to  each  stockholder,  at  least  ten  days  before  the  day  of 
meeting. 

Stated  meetings  of  the  directors  shall  be  held  on  the  third  Thursday  of  Janu- 
ary, April,  July  and  October  in  each  year. 

Special  meetings  of  the  stockholders  may  be  called  by  order  of  the  directors. 

Special  meetings  of  the  directors  may  be  called  by  order  of  the  president, 


PROVIDENT  SAVINGS  LIFE. 


303 


and  shall  be  so  called  on  the  written  request  of  three  directors.  The  object  of 
all  special  meetings,  whether  of  directors  or  stockholders,  shall  be  stated  in  the 
notice  for  the  same,  and  no  business  shall  be  done  at  such  a meeting  other  than 
is  indicated  in  such  notice.  Notice  of  all  special  and  stated  meetings,  except 
adjourned  meetings,  shall  be,  printed  or  in  writing,  mailed  or  delivered  to  the 
persons  entitled  thereto. 

2.  Vacancies  in  Board. — Vacancies  in  the  office  of  director  shall  be  filled,  by 
ballot,  by  the  remaining  members  of  the  board,  at  some  meeting  subsequent  to 
the  occurrence  of  such  a vacancy,  and  upon  due  notice  of  the  proposed  election 
set  forth  in  the  call  for  the  meeting  at  which  such  vacancy  is  to  be  filled. 

The  board  shall  have  power  to  fix  a compensation  for  the  punctual  attendance 
of  directors  at  meetings. 

8.  Contracts  of  Assurance. — The  president,  or  the  vice-president  (in  the  ab- 
sence of  the  president),  and  secretary,  or  assistant  secretary,  shall  have  power  to 
make  contracts  for  assurance,  in  conformity  with  the  rules  and  regulations  of 
the  corporation,  provided  that  no  policy  shall  be  issued  without  the  recom- 
mendation of  the  medical  examiner,  and  provided  further,  that  no  assurance 
shall  be  carried  on  any  one  life  for  a greater  amount  than  thirty-five  thousand 
dollars. 

10.  Standing  Committees. — There  shall  be  three  standing  committees,  to  be 
chosen  annually  by  the  directors  at  their  annual  meeting,  viz.:  a finance  com- 
mittee, to  consist  of  the  president  and  four  directors;  an  insurance  committee, 
to  consist  of  the  president,  secretary  and  two  directors;  and  an  auditing  commit- 
tee, to  consist  of  three  directors.  A majority  of  each  committee  shall  consti- 
tute a quorum;  and  the  members  of  each  committee  shall  hold  office  until  their 
successors  shall  be  appointed  by  the  board. 

The  directors  may,  in  their  discretion,  instead  of  appointing  an  auditing  com- 
mittee, appoint  one  of  their  number  as  auditor. 

In  case  the  standing  committees  are  for  any  reason  not  appointed  at  the  first 
meeting  of  the  directors,  as  above  provided,  they  may  be  appointed  at  any  sub- 
sequent meeting  of  the  directors,  upon  due  notice  of  the  proposed  appointment 
of  the  same,  set  forth  in  the  call  of  the  meeting  at  which  such  action  is  to  be 
taken,  and  the  directors  may  at  any  meeting  fill  any  vacancy  in  either  of  the 
standing  committees. 

11.  Finance  Committee. — The  finance  committee  shall  have  special  charge  of 
the  investment  of  the  capital  and  funds  of  the  corporation;  they  shall  determine 
the  mode  of  keeping  accounts,  shall  fix  the  salaries  of  all  officers  and  other 
persons  employed  by  the  corporation,  not  established  by  the  board;  may  direct 
the  release  of  mortgaged  premises,  and  recommend  the  declaration  of  divi- 
dends on  the  capital  stock,  and  in  addition  thereto,  when  the  board  is  not  in 
session,  shall  have  all  the  powers  of  the  board  of  directors. 

14.  Statements. — The  president  shall  present  to  the  directors,  at  each  quar- 
terly meeting,  a statement,  certified  by  the  secretary,  showing  all  receipts  and 
disbursements  of  money  during  the  preceding  three  months;  the  number  of 
policies  issued,  surrendered,  and  outstanding,  with  the  amount  at  risk,  and 
showing  also  the  amount  of  assets  belonging  to  the  corporation,  properly 
classified.  He  shall,  at  the  quarterly  meeting  of  the  board,  in  January,  present 
a similar  statement,  covering  the  transactions  of  the  last  fiscal  year,  and  the 
same  shall  be  laid  before  the  stockholders  at  their  annual  meeting. 

16.  Loans. — No  loan  or  investment  shall  be  made  without  the  authority  or 


304 


CHARTERS  OF  LIFE  INSURANCE  COMPANIES. 


approval  of  the  finance  committee.  No  loan  on  bond  and  mortgage  shall  be 
made  except  upon  unincumbered  real  estate,  nor  until  the  title  thereto  has  been 
examined  and  approved  by  the  proper  law  officer  of  the  corporation;  and  an 
abstract  of  the  title,  duly  certified  by  such  law  officer,  shall  be  placed  on  file 
with  the  mortgage  deed. 

Satisfactory  policies  of  insurance  shall  be  furnished  by  the  mortgagor  if  re- 
quired. No  loan  on  real  estate  shall  be  made  to  an  incorporated  company  with- 
out satisfactory  personal  security. 

17.  Investments  and  Transfers. — All  investments  in  stocks  shall  be  in  the 
corporate  name  of  the  corporation,  and  no  transfer  of  the  same  shall  be  made 
unless  upon  the  signatures  of  the  president  (or  vice-president  in  his  absence) 
and  secretary. 

18.  Stock  Certificates  and  Transfers. — Certificates  of  capital  stock  shall  be 
signed  by  the  president  and  secretary.  The  stock  shall  be  transferable  only  on 
the  books  of  the  corporation  on  surrender  of  the  certificate,  or  on  satisfactory 
proof  of  loss,  accompanied  by  a bond  of  indemnity. 

19.  Drafts  and  Checks. — Drafts  or  checks  for  the  payment  of  money  shall  be 
signed  by  the  president  or  a vice-president  and  by  the  comptroller  or  secretary 
or  an  assistant  secretary  or  by  the  comptroller  and  secretary. 

20.  Payment  of  Bonds. — No  payment  to  the  corporation  of  the  principal  of 
bonds  for  the  payment  of  money  shall  be  deemed  valid  unless  upon  the  joint 
receipt  qf  the  president  (or  the  vice-president  in  his  absence)  and  secretary, 
and  this  provision  shall  be  incorporated  in  all  such  bonds. 

21.  Officers’  Bonds. — The  finance  committee  shall  have  power,  in  its  discre- 
tion, to  require  any  officer  or  employee  to  give  bonds  for  the  faithful  perform- 
ance of  their  trusts  and  duties  in  such  sums,  and  with  such  sureties  as  such  com- 
mittee shall  determine,  and  all  such  bonds  shall  be  approved  by  such  committee. 

23.  Dividends. — Dividends  on  the  capital  stock  may  be  made  by  the  directors, 
on  the  recommendation  of  the  finance  committee,  at  the  stated  meetings  of  the 
board  in  January  and  July. 

25.  Alteration  of  By-Laws. — The  by-laws  may  be  altered  at  any  meeting  of 
the  directors,  in  the  notice  for  which  it  shall  be  stated  that  an  alteration  of  the 
by-laws  will  be  proposed  at  such  meeting,  provided  written  notice  of  the  pro- 
posed alteration  shall  have  been  given  at  a stated  meeting  held  not  less  tharr 
ten  days  previous  thereto. 


PRUDENTIAL  INSURANCE  COMPANY. 


305 


THE  PRUDENTIAL  INSURANCE  COMPANY  OF  AMERICA. 


The  Senate  and  General  Assembly  of  the  State  of  New  Jersey  author- 
ized the  incorporation  of  the  “Widows’  and  Orphans’  Friendly 
Society,”  by  act  approved  by  the  governor,  April  3,  1873.  A sup- 
plement to  the  above  was  duly  enacted  and  approved  February  18, 
1875,  changing  the  name  to  that  of  the  “Prudential  Friendly  So- 
ciety.” A general  law  was  approved  February  21,  1877,  authoriz- 
ing corporations  existing  under  the  laws  of  this  State  to  change 
their  name.  Under  this  act  the  board  of  directors  of  this  company, 
by  resolutions  passed  March  5,  1877,  changed  the  name  to  that  of 
“The  Prudential  Insurance  Company  of  America.” 


Act  of  Incorporation. 

First.  [Widows'  and  Orphans'  Friendly  Society.] — Be  it  enacted 
by  the  Senate  and  General  Assembly  of  the  State  of  New  Jersey,  that 
Allen  L.  Bassett,  William  Whitty,  John  Whitehead,  John  Korb,  Peter 
Wilhelm,  Henry  Saurbier  and  Jacob  L.  Sutphen,  and  their  associates, 
successors  and  assigns  shall  be  and  they  are  hereby  created  a body 
politic  and  corporate,  by  the  name  of  “The  Widows’  and  Orphans’ 
Friendly  Society,”  and  by  that  name  shall  be  known  in  law,  have  power 
to  sue  and  be  sued,  defend  and  be  defended  in  all  courts  of  law  or 
equity,  and  by  that  name  may  have,  hold,  purchase,  possess  and  enjoy, 
to  them  and  to  their  successors,  estate  real  and  personal  whatever  nec- 
essary for  the  purposes  of  such  corporation,  and  the  same  to  grant, 
demise,  alien  and  dispose  of  at  pleasure,  for  the  benefit  of  said  corpora- 
tion, and  may  also  have  a common  seal,  and  alter  or  renew  the  same  at 
pleasure. 

Second.  [Business  to  he  Done.] — The  objects  and  purposes  of  said 
corporation  shall  be  to  assist  sick,  needy,  or  disabled  members,  to  aid  in 
defraying  the  funeral  expenses  of  deceased  members,  and  to  provide 
for  the  wants  of  the  widows  and  families  of  members  after  death. 

Third.  [Capital  Stock.] — The  capital  stock  of  said  corporation 
shall  be  twenty-five  thousand  dollars,  to  be  divided  into  shares  of  fifty 
dollars  each,  with  the  privilege  of  increasing  the  same  to  one  hundred 
thousand  dollars ; each  of  said  shares  shall  be  deemed  to  be  personal 
property,  and  may  be  transferred  according  to  the  by-laws  of  said 
corporation. 


306 


CHARTERS  OF  LIFE  INSURANCE  COMPANIES. 


Fourth.  [Commissioners  to  Open  Books.] — The  several  persons 
named  in  the  first  section  of  this  act  be  and  they  are  hereby  appointed 
commissioners  to  open  the  books  for  subscription  to  said  capital  stock, 
and  whenever  and  so  soon  as  said  twenty-five  thousand  dollars  capital 
stock  shall  be  subscribed,  and  five  thousand  dollars  thereof  paid  in, 
then  the  said  commissioners  shall  call  a meeting  of  the  stockholders  by 
advertising  in  some  daily  newspaper  published  at  the  city  of  Newark, 
for  ten  days,  a notice  appointing  a time  and  place  of  meeting  for  the 
election  of  directors. 

Fifth.  [The  Board  of  Directors.] — The  property  and  affairs  of 
such  corporation  shall  be  managed  by  a board  of  fifteen  directors ; the 
first  board  shall  be  elected  at  the  meeting  to  be  called  by  the  commis- 
sioners provided  for  in  the  fourth  section  of  this  act,  and  shall,  imme- 
diately after  their  election,  by  lot,  divide  themselves  into  three  classes 
equal  in  number,  the  first  of  which  shall  hold  office  until  the  day  fixed 
by  said  board  for  the  first  annual  election,  the  second  shall  hold  office 
for  one  year  from  the  day  so  fixed  for  the  first  annual  election,  and  the 
third  class  for  two  years  from  that  time ; and  as  the  terms  of  office  of 
each  class  shall  hereafter  expire,  successors  shall  be  elected  to  hold 
office  for  the  term  of  three  years  each ; said  elections  shall  be  by  ballot ; 
each  stockholder  shall  be  entitled  to  one  vote  for  each  share  of  stock 
by  him  held,  and  every  member  of  the  corporation,  though  not  a stock- 
holder, shall  be  entitled  to  one  vote,  and  any  director  shall  be  eligible 
for  re-election ; should  there  be  a failure  in  any  of  such  elections,  the 
directors  already  elected  shall  hold  office  until  others  are  elected;  said 
directors  shall  have  full  power  to  make  by-laws,  rules  and  regulations, 
not  inconsistent  with  the  constitution  and  laws  of  the  United  States  or 
of  the  State  of  New  Jersey.  Notice  of  such  election,  except  the  first, 
shall  be  given  for  thirty  days  in  one  or  more  newspapers  published  at 
the  city  of  Newark,  in  this  State. 

Sixth.  [Election  of  Officers.] — It  shall  and  may  be  lawful  for  the 
said  directors  to  elect  at  each  annual  meeting,  from  their  number,  a 
president,  one  or  more  vice-presidents,  to  select  and  employ  such  other 
officers,  agents  and  servants  as  may  be  necessary  for  the  proper  manage- 
ment of  the  affairs  of  said  corporation. 

Seventh.  [May  Execute  Contracts.] — It  shall  and  may  be  lawful 
for  said  corporation  to  make  contracts  with  any  person  or  persons  for 
any  of  the  objects  or  purposes  of  the  said  company,  and  that  such  con- 
tracts may  be  enforced  against  said  corporation  in  any  court  of  compe- 
tent jurisdiction. 

Eighth.  [May  Purchase  Real  Estate.] — It  shall  and  may  be  lawful 
for  the  said  corporation  to  purchase  and  hold  such  real  estate  as  may 


PRUDENTIAL  INSURANCE  COMPANY. 


307 

be  necessary  and  convenient  for  the  transaction  of  its  lawful  business, 
and  also  to  take  and  hold  any  real  estate  or  securities,  mortgages  or 
pledges  to  said  company,  either  at  law  or  in  equity,  and  also  to  purchase 
at  sales  made  under  judgments  or  decrees  at  law  or  in  equity,  or  in 
any  other  legal  proceedings  or  otherwise ; to  take  and  receive  any  real 
or  personal  estate  in  payment  or  toward  satisfaction  of  any  debt  pre- 
viously contracted  and  due  the  said  company  and  to  hold  the  same  until 
it  can  be  conveniently  sold  or  converted  into  money,  and  for  the  pur- 
poses of  investing  any  part  of  their  capital  stock,  funds,  or  money. 
The  said  company  may  purchase  and  hold,  sell  and  convey,  any  bonds 
or  public  stock  issued  or  created  by  this  State,  or  by  any  of  the  incor- 
porated cities  or  townships  of  this  State,  or  by  the  United  States,  or  by 
the  States  of  New  York,  Massachusetts  or  Connecticut,  or  may  invest 
the  same  in  bonds  secured  by  mortgages  on  unincumbered  real  estate 
within  this  State,  worth  double  the  sum  invested  or  loaned. 

Ninth.  [Married  Women’s  Policy.] — It  shall  and  may  be  lawful 
for  any  married  woman  to  make  a contract  or  contracts  with  the  said 
corporation  for  any  of  its  objects  or  purposes,  in  her  own  name,  or  in 
the  name  of  any  other  person  as  her  trustee,  with  the  assent  of  such 
person ; and  all  benefit  or  benefits  arising  from  any  such  contract  or 
contracts,  shall  inure  to  such  married  woman,  or  to  such  person  or 
persons  as  her  trustee  or  trustees,  as  she  may  direct,  free  from,  and  not 
subject  to  the  control,  management,  conveyance,  transfer,  assignment, 
deeds,  or  direction  of  her  husband,  and  not  liable  for  the  payment  of 
his  debts ; provided,  however,  that  the  amount  of  money  required  to  be 
paid  by  married  women,  in  accordance  with  the  terms  of  such  contract 
or  contracts,  shall  not  annually  exceed  the  sum  of dollars. 

Tenth.  [Policyholders  to  be  Members.] — All  persons  making  con- 
tracts with  said  corporation  for  any  of  its  objects  or  purposes,  shall  be- 
come and  be  members  of  said  corporation,  subject,  however,  to  all 
lawful  by-laws,  rules  and  regulations  which  may  be  made  or  prescribed 
by  said  directors. 

Eleventh.  [Act  to  Take  Effect  Immediately.] — This  act  shall  take 
efifect  immediately,  and  shall  be  deemed  and  taken  to  be  a public  act, 
at  all  times  and  in  all  places. 

Approved  April  3,  1873. 


Amendment  of  1875. 

First.  [The  Prudential  Friendly  Society.] — Be  it  enacted  that  the 
corporate  name  of  the  said  “The  Widows’  and  Orphans’  Friendly  So- 
ciety” be,  and  the  same  is  hereby  changed  to  “The  Prudential  Friendly 


CHARTERS  OF  LIFE  INSURANCE  COMPANIES. 


3°8 

Society,"  by  which  latter  name  the  said  corporation  shall  hereafter 
be  known,  and  shall  and  may  have,  possess  and  exercise  all  the  powers, 
rights  and  privileges  and  be  subject  to  all  the  liabilities  conferred  and 
imposed  upon  The  Widows'  and  Orphans'  Friendly  Society  by  their  act 
of  incorporation ; provided,  that  no  contract  made  by  or  with  the  said 
corporation  shall  hereby  in  any  way  be  impaired,  but  such  contracts 
may  hereafter  be  enforced  by  or  against  said  corporation  in  the  name 
of  The  Prudential  Friendly  Society. 

Second.  [Election  of  Directors.] — At  the  next  and  all  subsequent 
annual  elections  for  directors  in  said  corporation,  nine  directors  shall  be 
elected  instead  of  fifteen,  and  that  after  such  next  annual  election  the 
number  of  the  directors  of  said  corporation  shall  not  be  less  than  nine, 
but  such  number  as  the  by-laws  of  said  corporation  shall  name,  and  that 
said  directors  shall  hold  office  for  one  year  from  the  time  of  their  elec- 
tion. and  it  shall  not  be  necessary  for  said  directors  to  divide  themselves 
into  classes  and  determine  by  lot  the  length  of  their  terms  of  office,  as 
required  by  the  fifth  section  of  the  act  to  which  this  is  a supplement. 

Third.  [Premium  on  Wife's  Policy.] — The  amount  of  money  re- 
ferred to  in  the  proviso  of  the  ninth  section  of  the  act,  to  which  this  is 
a supplement,  shall  be  two  hundred  and  fifty  dollars. 

Fourth.  [Other  Powers  Conferred.] — The  said  corporation  shall 
have  full  power  to  receive  deposits  of  money  or  other  valuables  upon 
such  terms  as  may  be  agreed  upon,  or  to  make  contracts  with  its  mem- 
bers for  the  purchase  and  erection  of  dwellings,  and  to  provide  a fund 
to  be  paid  either  before  or  after  death,  for  such  purposes  and  in  such 
manner  as  may  be  designated  by  its  members. 

Fifth.  And  be  it  enacted  that  this  act  shall  take  effect  im- 
mediately. 

Approved  February  18.  1875. 

Certificate  to  be  filed  in  pursuance  of  an  act  of  the  Legislature  of 
the  State  of  New  Jersey  entitled  "A  Supplement  to  an  act  entitled  'An 
act  concerning  corporations,’  “Approved  April  7,  1875/  ” which  said 
supplement  was  approved  February  21,  1877. 

First.  The  name  of  the  corporation  in  use  immediately  preceding 
the  vote  of  the  board  of  directors  to  change  its  name  and  the  making 
and  filing  this  certificate  is  “The  Prudential  Friendly  Society.” 

Second.  The  name  assumed  to  designate  such  corporation  to  be 
used  in  its  business  and  dealings  in  the  place  and  stead  of  that  referred 
to  in  the  last  preceding  paragraph  is  “The  Prudential  Insurance  Com- 
pany of  America.” 

In  testimony  whereof,  we  as  members  of  the  board  of  directors  of  said 
corporation  have  hereto  subscribed  our  names  and  caused  the  official 


PRUDENTIAL  INSURANCE  COMPANY. 


3°9 


seal  of  said  board  to  be  affixed  this  fifth  day  of  Marct),  A.  D.  1877. 
Allen  L.  Bassett,  Wm.  Whitty,  Wm.  H.  Murphy,  Isaac  Gaston,  Wm. 
Robotham,  Henry  J.  Yates,  Horace  Ailing,  Jas.  G.  Barnet,  Edgar  B. 
Ward,  Chas.  W.  A.  Romer,  Geo.  D.  G.  Moore,  John  F.  Dryden,  Leslie 
D.  Ward,  Alfred  Lister,  Chas.  G.  Campbell,  Benjamin  Atha,  J.  M. 
Durand,  E.  A.  Wilkinson. 


EXTRACTS  FROM  THE  BY-LAWS. 

1.  The  special  business  of  this  company  shall  be  to  give  pecuniary  assistance 
to  its  members  in  the  event  of  sickness,  personal  injury,  old  age  and  death. 

The  principal  office  shall  be  in  the  city  of  Newark,  New  Jersey. 

2.  The  board  of  directors  shall  consist  of  fourteen  members.  Seven  shall 
constitute  a quorum  for  the  transaction  of  business. 

3.  (Amended  January  13,  1903).  The  stated  officers  shall  be  a president,  a 
first  vice-president,  a second  vice-president,  a third  vice-president,  a secretary, 
a treasurer,  and  such  other  officers  as  the  board  may  determine.  These  officers 
shall  be  elected  at  the  annual  meeting  of  the  board,  namely,  the  next  meeting 
of  the  board  after  each  annual  election  of  directors. 

4.  (Amendment  of  April  16,  1902).  The  president  shall  preside  at  all  meet- 
ings of  the  board.  He  shall  appoint,  subject  to  the  approval  of  the  board,  the 
standing  committees,  and  shall  be  ex-officio  a member  of  all  committees  ex- 
cept the  auditing  committee;  he  shall  have  a general  supervision  and  direction 
of  the  business  of  the  company,  and  under  the  direction  of  the  finance  com- 
mittee shall  make  and  call  in  investments,  and  receipt  for  principal  and  interest 
when  paid  upon  the  same,  and  execute  all  deeds  and  other  papers,  whether  re- 
quiring the  seal  of  the  company  or  not. 

9.  The  standing  committees  shall  be: 

1.  A finance  committee  of  four. 

2.  An  executive  committee  of  four. 

3.  A committee  on  losses  of  four. 

4.  An  auditing  committee  of  three. 

10.  The  finance  committee  shall  have  the  supervision  of  the  funds  of  the 
company,  direct  the  mode,  manner  and  time  of  making  and  calling  in  invest- 
ments, examine  the  accounts,  funds  and  securities  as  often  as  they  deem  neces- 
sary, or  when  required  by  the  board;  they  may  in  their  discretion  appropriate 
money  for  the  payment  of  such  bills  as  shall  be  approved  by  the  executive  com- 
mittee, and  they  shall  report  at  each  stated  meeting  upon  the  condition  of  the 
funds,  securities,  assets  and  investments  of  the  company,  with  such  suggestions 
as  may  in  their  opinion  promote  the  interests  of  the  company. 

11.  The  executive  committee  shall  have  a general  supervision  over  all  busi- 
ness of  the  company  not  confided  to  other  committees,  and  shall  report  to  the 
board  from  time  to  time  such  matters  as  in  their  judgment  may  be  necessary. 
The  executive  committee  may  fill  all  vacancies  in  the  elective  offices  of  this 
company,  occurring  by  reason  of  sickness,  death,  resignation,  absence  from  the 
city  or  other  inability  of  the  regularly  elected  officers,  and  not  otherwise  pro- 
vided for,  except  the  treasurer,  until  such  time  as  the  board  may  be  convened 
for  the  purpose  of  a new  election. 

The  chairman  of  the  finance  committee  shall  be  ex-officio  treasurer  whenever 


3io 


CHARTERS  OF  LIFE  INSURANCE  COMPANIES. 


that  office  is  vacant  by  reason  of  either  of  the  foregoing  causes.  The  ex-officio 
treasurer  shall  immediately  after  the  vacancy  is  filled,  furnish  to  the  treasurer 
a complete  and  detailed  account  of  all  receipts  and  disbursements  approved  by 
said  ex-officio  treasurer  during  his  occupancy  of  that  office. 

12.  It  shall  be  the  duty  of  the  committee  on  losses  to  examine  claim  papers 
and  proofs  of  death  filed  with  the  company  in  such  manner  and  at  such  time  or 
times  as  may  be  requested  by  the  board  or  by  the  president,  and  prescribe  such 
rules  and  regulations  for  the  payment  of  claims,  under  the  policies,  as  they 
may  deem  for  the  best  interests  of  the  company. 

13.  The  auditing  committee  shall  examine  the  accounts,  assets  and  securities 
of  the  company  in  such  manner  and  at  such  time  or  times  as  may  be  requested 
by  the  board  or  by  the  president. 

14.  The  standing  committees  shall  convene  at  the  call  of  the  president,  or,  in 
his  absence,  of  either  of  the  vice-presidents  or  secretary.  The  minutes  of  the 
committees  shall  be  kept  by  the  secretary. 

15.  All  standing  committees  shall  have  power  to  make  such  rules  and  regula- 
tions concerning  the  conduct  of  the  business  entrusted  to  said  committees,  as 
to  them  shall  seem  proper,  provided  that  such  rules  and  regulations  shall  not 
conflict  with  the  charter  and  by-laws. 

16.  The  annual  meeting  of  the  company  for  the  election  of  directors  shall  be 
held  at  the  office  of  the  company,  in  the  city  of  Newark,  on  the  second  Monday 
in  January  of  each  year,  at  such  hour  of  the  day  as  the  board  shall  direct. 
Every  election  of  directors  shall  be  by  ballot  and  shall  be  conducted  by  two  in- 
spectors, previously  appointed  by  the  board.  In  case  the  board  shall  fail  to 
appoint  inspectors,  the  president  shall  appoint  the  same  and  file  their  appoint- 
ment in  writing  with  the  secretary.  All  persons  entitled  to  vote  for  directors, 
may  vote  either  in  person  or  by  proxy.  If  any  vacancy  occurs  in  the  board 
the  directors  may  fill  the  same  at  any  meeting  of  the  board.  A majority  of  all 
the  votes  cast  shall  be  necessary  for  an  election. 

Amendment  of  December  8,  1902  [add  to  by-law  No.  16],  “and  a majority  in 
interest  of  the  stockholders,  represented  either  in  person  or  by  proxy,  shall  con- 
stitute a quorum.” 

17.  Regular  meetings  of  the  board  shall  be  held  at  the  office  of  the  company, 
on  the  second  Monday  of  April,  July  and  October.  Special  meetings  may  be 
called  by  the  president,  or  in  his  absence  by  either  of  the  vice-presidents,  or  on 
the  request  of  three  directors. 

20.  The  capital  stock  of  the  company  shall  be  transferable  only  on  the  books 
of  the  company,  on  the  surrender  of  the  certificates  of  stock,  at  least  thirty 
days  before  an  election  for  directors.  No  certificate  shall  be  valid  without  the 
signature  of  the  president  or  either  of  the  vice-president  and  secretary. 

21.  Special  meetings  of  stockholders  may  be  called  at  any  time  by  the  presi- 
dent on  the  request  in  writing  of  at  least  five  directors.  Notice  of  such  meeting 
shall  be  mailed  to  or  served  on  each  stockholder  at  least  one  week  prior  to  the 
time  for  holding  such  meeting,  and  the  notice  shall  state  the  object  of  the  meet- 
ing and  the  time  and  place  where  the  same  is  to  be  held. 

22.  Any  alteration  of  these  by-laws  may  be  made  by  a concurrence  of  a 
majority  of  the  whole  board. 


RELIANCE  LIFE. 


311 


RELIANCE  LIFE  INSURANCE  COMPANY  OF  PITTSBURGH. 


To  His  Excellency,  Governor  of  Pennsylvania : 

Sir  : — In  accordance  with  an  act  of  the  General  Assembly  of  the 
Commonwealth  of  Pennsylvania,  entitled,  “A  supplement  to  an  act  en- 
titled, ‘An  act  to  establish  an  Insurance  Department,’  approved  the  first 
day  of  April,  1873,  providing-  for  the  incorporation  and  regulation  of 
insurance  companies  and  relating  to  insurance  agents  and  brokers,  and 
to  foreign  insurance  companies,”  approved  the  first  day  of  May,  A.  D. 
1876,  the  undersigned  citizens  of  the  Commonwealth  of  Pennsylvania, 
having  associated  themselves  together  for  the  purpose  of  forming  a 
life  insurance  company,  and  desiring  that  they  may  be  incorporated, 
and  that  letters  patent  may  issue  to  them  and  their  successors  accord- 
ing to  law,  do  hereby  certify  that  they  have  entered  into  an  agreement 
for  the  purpose  of  forming  said  insurance  company,  on  the  following 
terms : 

1.  The  name  of  the  proposed  corporation  is  “Reliance  Life  Insur- 
ance Company  of  Pittsburgh.” 

2.  The  class  of  insurance  for  the  transaction  of  which  it  is  consti- 
tuted is  life  insurance. 

3.  The  plan  or  principle  upon  which  the  business  is  to  be  conducted 
is  the  stock  principle. 

4.  The  place  in  which  it  is  to  be  established  and  located  is  the  city 
of  Pittsburg,  county  of  Allegheny  and  State  of  Pennsylvania. 

5.  Its  capital  stock  is  one  million  dollars  ($1,000,000),  divided  into 
ten  thousand  shares  (10,000)  of  the  par  value  of  one  hundred  dollars 
($100)  each. 

6.  The  general  objects  of  the  company  are  to  make  insurance  upon 
the  stock  principle  upon  the  lives  of  individuals  and  other  insurance 
appertaining  thereto  or  connected  therewith,  and  to  grant  and  purchase 
annuities. 

7.  The  proposed  duration  of  the  company  is  perpetual. 

8.  The  powers  it  proposes  to  have  and  exercise  are  to  have  per- 
petual succession,  to  adopt  and  have  a common  seal,  and  the  same  to 
alter  at  pleasure,  to  sue  and  be  sued,  and  in  general  to  exercise  the 
power  of  a corporate  body,  and  make  such  contracts  as  may  be  neces- 
sary to  carry  out  the  object  of  life  insurance  on  the  plan  provided  for 


312 


CHARTERS  OF  LIFE  INSURANCE  COMPANIES. 


in  this  agreement;  to  purchase  or  lease  such  real  estate  as  may  be 
necessary  for  a place  of  business  and  for  the  security  of  investments 
and  adopt  such  by-laws  as  may  from  time  to  time  be  deemed  necessary. 

9.  The  names  and  residences  of  the  subscribers  who  hereby  bind 
themselves  by  this  agreement  are  as  follows : T.  H.  Given,  Pittsburg, 
Pa. ; Hay  Walker,  Pittsburg,  Pa. ; D.  C.  Noble,  Pittsburg,  Pa. ; John 
Walker,  Pittsburg,  Pa. ; A.  W.  Mellon,  Pittsburg,  Pa. ; Joseph  W.  Her- 
ron, Monongahela  City,  Pa. ; J.  H.  Reed,  Pittsburg,  Pa. ; J.  W.  Fleming, 
Pittsburg,  Pa. ; John  Lloyd,  Altoona,  Pa. ; John  W.  Garland,  Pitts- 
burg, Pa. ; Frank  W.  Smith,  Pittsburg,  Pa. ; William  L.  Curry,  Pitts- 
burg, Pa. ; Thomas  M.  Porter,  Pittsburg,  Pa. ; W.  R.  Porter,  Pittsburg, 
Pa. ; A.  F.  McDonald,  Pittsburg,  Pa. 

10.  The  following  officers  and  directors  have  been  chosen  from  the 
subscribers  to  serve  until  the  first  annual  meeting  of  the  stockholders, 
and  until  their  successors  are  duly  chosen  and  qualified : J.  H.  Reed, 
president;  T.  H.  Given,  vice-president,  J.  W.  Fleming,  treasurer;  Frank 
W.  Smith,  secretary. 

Directors : T.  H.  Given,  Hay  Walker,  D.  C.  Noble,  John  Walker, 
A.  W.  Mellon,  Joseph  W.  Herron,  J.  H.  Reed,  John  Lloyd,  John  W. 
Garland,  Frank  W.  Smith,  William  L.  Curry,  J.  W.  Fleming,  J.  H. 
Reed,  T.  H.  Given,  D.  C.  Noble,  Hay  Walker,  Jr.,  A.  W.  Mellon, 
Joseph  x\.  Herron,  J.  W.  Fleming,  John  Lloyd,  Jno.  W.  Garland.  Frank 
W.  Smith,  Wm.  L.  Curry,  W.  R.  Porter,  Thomas  M.  Porter,  A.  F. 
McDonald,  John  Walker. 


EXTRACTS  FROM  THE  BY-LAWS. 

1.  Name,  Purpose,  Etc. — The  name,  principal  office,  capital  stock,  duration  and 
purposes  of  this  corporation  shall  be  such  as  are  set  forth  in  its  certificate  of 
incorporation.  Branch  offices  may  be  established  elsewhere  by  the  board  of 
directors. 

2.  Stockholders’  Meetings. — The  annual  meeting  of  the  stockholders  for  the 
election  of  directors  and  the  transaction  of  such  other  business  as  may  come 
before  the  meeting,  shall  be  held  at  the  principal  office  of  the  company  in  the 
city  of  Pittsburg,  Penn.,  on  the  fourth  Monday  of  January  in  each  year,  at  3.30 
o’clock  P.  M. 

3.  Notice  of  Meeting. — At  least  thirty  days’  previous  notice  of  the  time  and 
place  of  holding  stockholders’  meetings  shall  be  given  to  the  stockholders  by 
publication  not  less  than  three  times  in  at  least  two  daily  newspapers  published 
in  the  city  of  Pittsburg,  Pa. 

4.  Elections. — All  elections  shall  be  by  ballot,  and  the  directors  shall  announce 
to  the  meeting  the  hour  during  which  the  ballot  shall  be  open.  One  judge  of 
election  and  two  inspectors  (no  one  of  whom  shall  be  a candidate  for  the  office 
of  director)  shall  be  elected  by  the  meeting,  and  before  proceeding  to  the  dis- 
charge of  their  duties  they  shall  make  and  subscribe  an  affidavit  faithfully  and 


RELIANCE  LIFE. 


3I3 

justly  to  conduct  said  election  and  to  make  a true  report  thereof  to  the  officers  of 
the  meeting. 

5.  Special  meetings  of  the  stockholders  may  be  called  at  any  time  by  the  order 
of  the  board  of  directors  or  a majority  of  them. 

6.  Voting. — At  all  meetings  of  the  stockholders,  each  share  of  stock  shall 
entitle  the  owner  thereof  of  record,  or  his  duly  constituted  proxy,  to  one  vote, 
and  a majority  issued  and  outstanding  at  the  time,  represented  either  in  person 
or  by  proxy,  shall  constitute  a quorum.  Meetings  at  which  less  than  a majority 
of  stock  is  represented  may,  however,  be  adjourned  by  those  who  attend,  to  such 
future  date  as  they  shall  see  fit.  Notice,  however,  to  be  given  by  publication  as 
hereinbefore  set  forth. 

8.  Directors. — The  board  of  directors  of  the  company  shall  consist  of  sixteen 
stockholders  of  the  company. 

9.  Directors  Meetings. — The  board  of  directors  shall  meet  for  the  election  of 
officers  and  the  transaction  of  business  without  unnecessary  delay  after  each 
annual  meeting  of  the  stockholders. 

10.  The  directors  shall  hold  their  regular  meeting  at  the  offices  of  the  com- 
pany on  the  second  Monday  of  each  month  at  3.30  o’clock  P.  M.  A majority  of 
the  members  of  the  board  shall  constitute  a quorum  for  the  transaction  of 
business. 

11.  Special  meetings  of  the  board  may  be  called  by  the  president  at  any  time, 
and  it  shall  be  his  duty  to  call  a meeting  at  any  time  when  requested  by  three 
directors.  The  directors  shall  be  notified  in  writing  of  the  time  and  place  and 
purpose  of  such  special  meeting  at  least  three  days  prior  thereto,  said  notice  to  be 
sent  by  mail  to  their  post  office  address. 

12.  All  elections  of  the  board  shall  be  by  ballot,  and  the  majority  of  votes 
shall  be  necessary  to  a choice. 

14.  Vacancies. — Any  vacancy  in  the  board  occurring  between  any  general 
elections  may  be  filled  by  the  board,  the  person  appointed  holding  office  until  the 
next  annual  election. 

15.  Election  of  Officers. — The  board  shall  annually  elect,  out  of  their  number, 
a president,  and  a first  and  second  vice-president,  respectively.  They  shall  also 
elect  a secretary,  treasurer,  a comptroller  and  an  actuary,  and  they  may  also 
appoint  such  physicians,  attorneys  and  other  officers,  clerks  and  servants  as  the 
interests  of  the  company  may  seem  to  require,  and  fix  their  compensations. 

16.  The  board  may,  by  resolution,  authorize  any  officer  of  the  company  to 
employ  clerks  and  servants  as  they  may  direct. 

17.  The  officers  and  agents  of  the  company  shall  give  such  bond  or  bonds  as 
the  board  of  directors  may  require. 

18.  Committees. — The  board  of  directors  shall  annually  elect  a finance  com- 
mittee, and  such  other  standing  committees  as  they  deem  best,  and  designate  the 
number  of  members  of  each  committee,  the  members  of  which  committees  shall 
hold  office  for  one  year  or  until  the  election  of  their  successors,  subject  to  re- 
moval at  any  time  by  the  board  of  directors.  The  board  of  directors  shall  from 
time  to  time  prescribe  the  powers  of  such  committees. 

19.  The  board  of  directors  may  also  appoint  any  special  committee  for  any 
purpose  they  may  deem  best. 

20.  The  majority  of  any  committee  shall  constitute  a quorum  of  such  com- 
mittee. Regular  minutes  shall  be  kept  of  the  proceedings  of  all  standing  and 
special  committees,  which  shall  be  submitted  to  the  board  at  each  stated  meeting 


314 


CHARTERS  OF  LIFE  INSURANCE  COMPANIES. 


or  at  any  other  time  the  board  shall  direct.  All  committee  business  shall  be 
transacted  at  a regular  meeting,  the  time  for  which  shall  be  fixed  by  order  of 
the  committee  or  by  a special  call  issued  by  the  secretary  for  that  purpose. 

21.  Duties  of  Officers. — The  president  shall  preside  at  all  meetings  of  the 
directors,  and  shall  be  ex-officio  a member  of  all  standing  committees  (except 
the  auditing  committee),  and  chairman  of  the  finance  committee.  He  shall  have 
general  supervision  of  the  business  and  estate  of  the  company,  and  shall  report 
from  time  to  time  to  the  board  or  finance  committee,  and 'keep  them  advised  of  all 
business  of  the  company,  and  shall  prepare  a report  for  the  annual  meeting  of 
the  stockholders,  which  shall  be  presented  to  the  board  for  approval  before  being 
submitted  to  the  stockholders.  He  may,  with  the  duly  recorded  assent  of  the 
finance  committee,  transfer  stocks,  satisfy  mortgages,  make  and  call  in  invest- 
ments and  execute  other  conveyances  of  personal  property,  and,  in  conjunction 
with  the  secretary,  shall  execute  all  contracts  and  other  papers  necessary  to  the 
transaction  of  the  business  of  the  company,  and  in  general  shall  have  the  power 
to  do  all  the  acts  necessary  and  proper  as  the  chief  executive  officer  of  the 
corporation.  * * * * 

29.  Transfers  of  Stock. — The  stock  of  this  company  shall  be  assignable  only 
on  the  books  of  the  company  in  person  or  by  duly  authorized  attorney  or  repre- 
sentative, and  a transfer  book  shall  be  kept  by  the  transfer  agent  in  which  all 
assignments  and  transfers  of  stock  shall  be  made,  and  which  shall  be  witnessed 
by  the  transfer  agent.  Transfers  of  stock  shall  be  suspended  for  five  days  pre- 
ceding the  day  on  which  dividends  shall  be  declared  payable,  and  dividends  shall 
be  paid  to  the  stockholders  in  whose  names  the  stock  shall  stand  on  the  day  on 
which  the  books  are  closed. 

30.  Certificates  of  stock  of  the  company  shall  be  issued  to  the  stockholders, 
signed  by  the  president  or  one  of  the  vice-presidents,  with  the  seal  of  the  com- 
pany duly  affixed  thereto  and  countersigned  by  the  treasurer  and  by  the  transfer 
agent.  When  stock  is  transferred,  the  certificates  therefor  shall  be  returned  to 
the  transfer  agent  and  canceled  and  new  certificates  issued. 

31.  All  transfers  and  conveyances  of  real  estate  shall  be  made  by  the  com- 
pany, under  the  seal  thereof,  in  accordance  with  an  order  of  the  board,  and  shall 
be  signed  by  the  president  and  the  secretary,  or  by  a vice-president  and  the 
assistant  secretary,  in  their  absence. 

32.  Fiscal  Year. — The  fiscal  year  of  the  company  shall  be  commenced  on  and 
with  the  first  day  of  January,  and  shall  terminate  on  and  with  the  thirty-first  day 
of  December  of  each  and  every  year. 

33.  Annual  Statement. — A full  statement  of  the  affairs  and  business  of  the 
company  shall  be  made  at  the  January  meeting  of  the  board  in  each  year,  when 
the  annual  division  of  surplus  may  be  declared,  provided  a majority  of  the 
board  be  present. 

34.  Amendments. — The  by-laws  of  this  company  may  be  changed,  altered  and 
amended,  from  time  to  time,  at  any  general  meeting  of  the  stockholders,  or  at 
any  special  meeting  called  for  that  purpose. 


SECURITY  LIFE  AND  ANNUITY. 


315 


SECURITY  LIFE  AND  ANNUITY  COMPANY  OF  AMERICA. 


An  Act  to  Incorporate  the  Security  Life  and  Annuity  Company 

of  America. 

Approved  March  1,  1902. 

1.  Be  it  enacted  by  the  General  Assembly  of  Virginia,  That  E.  L. 
Shelton,  F.  L.  Smart,  H.  H.  Baker,  E.  D.  Newman  and  H.  G.  Turner, 
their  associates  and  successors,  be,  and  they  hereby  are,  created  a body 
corporate  and  politic  under  the  name  of  the  Security  Life  and  Annuity 
Company  of  America. 

2.  This  company  is  authorized  and  empowered  to  transact  a gen- 
eral life  insurance  business,  and,  in  general  to  make  all  contracts  what- 
soever pertaining  to  the  business  of  insuring  lives,  or  the  granting  of 
annuities  or  endowments,  and  to  do  every  act  and  thing  not  incon- 
sistent with  the  laws  of  this  State  or  of  the  United  States  in  the  con- 
duct of  life  insurance  business. 

3.  This  company  may  acquire  and  hold  real  estate,  bonds,  stocks, 
or  other  property,  and  sell,  rent,  or  lease  the  same,  and  loan  or  borrow 
money  or  transact  any  other  business  that  may  be  necessary  for  the 
proper  conduct  of  the  business  mentioned  in  the  second  section  of  this 
act,  and  in  conformity  with  the  laws  of  the  State  of  Virginia. 

4.  This  company  is  authorized  to  carry  on  its  business  in  the  State 
of  Virginia  and  elsewhere,  and  its  home  office  shall  be  in  the  city  of 
Richmond,  Va. 

5.  This  company  is  to  conduct  its  business  as  a mutual  life  insur- 
ance company  with  definite  periodical  premiums  and  without  capital 
stock. 

6.  The  business  of  this  company  shall  be  conducted  and  managed 
by  a board  of  not  less  than  five  directors,  and  shall  have  authority  to 
adopt  all  necessary  by-laws  not  inconsistent  with  the  laws  of  the  State 
of  Virginia  or  of  the  United  States. 

7.  All  taxes  and  demands  at  any  time  due  the  State  shall  be  paid  in 
lawful  money,  and  not  in  coupons. 

8.  This  act  shall  be  in  force  from  its  passage. 

A Copy— Teste  : JNO.  W.  WILLIAMS, 

Clerk  of  the  House  of  Delegates  and  Keeper  of  the  Rolls  of  Virginia. 

July' 15,  1903. 


316 


CHARTERS  OF  LIFE  INSURANCE  COMPANIES. 


Certificate  and  Application  for  Re-Incorporation  of  the 
Security  Life  and  Annuity  Company  of  America. 

To  the  State  Corporation  Commission : 

The  Security  Life  and  Annuity  Company  of  America,  a mutual  life 
insurance  company  chartered  under  the  laws  of  the  State  of  Virginia, 
by  act  of  assembly  approved  March  i,  1902,  hereby  makes  applica- 
tion for  re-incorporation  as  a stock  company  under  its  present  cor- 
porate name  of  the  “Security  Life  and  Annuity  Company  of  America,” 
as  provided  by  act  of  assembly  entitled : “An  act  Authorizing  Mutual 
Life  Insurance  Companies  chartered  in  this  State  to  re-incorporate  as 
stock  companies  under  their  existing  corporate  names,”  and  pursuant 
thereto,  makes  the  following  certificate : 

(1)  That  at  the  regular  monthly  meeting  of  the  board  of  directors 
of  the  Security  Life  and  Annuity  Company  of  America  held  at  its  office 
in  Philadelphia,  Pa.,  on  May  20,  1903,  resolutions  were  adopted  as 
follows : 

“Whereas,  It  is  considered  to  be  to  the  interest  of  this  company  to 
re-incorporate  as  a stock  company  under  the  provisions  of  an  act  re- 
cently passed  by  the  General  x\ssembly  of  Virginia  entitled,  “An  act 
authorizing  Mutual  Life  Insurance  Companies  chartered  in  this  State 
to  re-incorporate  as  stock  companies  under  their  existing  corporate 
names. 

“Resolved,  That  a special  meeting  of  the  policyholders  of  the  com- 
pany is  hereby  called,  to  meet  at  Murphy’s  Hotel  in  the  city  of  Rich- 
mond, Va.,  on  Friday,  the  twelfth  day  of  June,  1903,  at  10  A.  M.,  to 
consider  and  determine  the  question  of  re-incorporating  as  a stock 
company  under  the  terms  of  said  act;  and  in  case  such  re-incorporation 
is  determined  upon,  to  adopt  such  resolutions  as  may  be  required  to 
carry  out  such  determination  of  the  company. 

“The  secretary  is  directed  to  give  immediate  notice  to  all  policyholders 
entitled  thereto  under  the  terms  of  said  act,  of  the  time,  place  and 
object  of  said  special  meeting.” 

(2)  That  pursuant  to  said  action  of  the  board  of  directors  of  said 
company,  the  undersigned,  E.  L.  Shelton,  secretary  of  said  company, 
on  the  twenty-first  day  of  May,  1903,  mailed  to  each  member  of  said 
company,  directed  to  the  address  appearing  on  the  books  of  said  com- 
pany, written  notice  as  follows : 

“Philadelphia,  May  21,  1903. 

“To  : 

“You  are  hereby  notified  that,  by  resolution  of  the  board  of  directors 
adopted  at  its  regular  monthly  meeting  held  May  20,  1903,  a special 


SECURITY  LIFE  AND  ANNUITY. 


317 


meeting  of  the  members  of  the  Security  Life  and  Annuity  Company  of 
America  has  been  called  to  meet  at  Murphy’s  Hotel,  in  Richmond,  Va., 
on  Friday,  June  12,  1903,  at  10  o’clock  A.  M.  for  the  purpose  of  con- 
sidering and  determining  the  matter  of  re-incorporating  said  company 
as  a stock  company  under  the  provisions  of  an  act  of  the  general  as- 
sembly of  Virginia,  approved  May  15,  1903,  entitled,  “An  act  author- 
izing mutual  life  insurance  companies  chartered  in  this  State  to 
re-incorporate  as  stock  companies  under  their  existing  corporate 
names and  of  providing,  by  proper  resolutions,  to  carry  such  re- 
incorporation into  effect,  should  it  be  determined  upon. 

“Upon  such  re-incorporation  $100,000  in  solvent  bonds  will  be  de- 
posited by  the  company  for  the  protection  of  its  policyholders  as  re- 
quired by  the  act  above  referred  to. 

“THE  SECURITY  LIFE  AND  ANNUITY  COMPANY  OF 
AMERICA. 

Per  (Signed)  “E.  L.  SHELTON, 

“Secretary.” 

(3)  That  pursuant  to  said  call,  and  notice  thereof,  a special  meeting 
of  members  of  said  company  assembled  at  Murphy’s  Hotel,  in  Rich- 
mond, Va.,  and  was  held  on  June  12,  1903,  at  10  A.  M.,  of  which 
meeting  the  undersigned  E.  L.  Shelton  was  made  secretary,  and  it 
was  ascertained  that  out  of  a total  membership  of  four  hundred  and  one 
(401)  entitled  to  participate  in  said  meeting  there  were  present  and 
participating  in  person  and  by  proxy  two  hundred  and  fifty-six  (256) 
members,  that  number  being  a majority  of  the  members  of  said 
company. 

(4)  That  at  said  meeting  the  following  resolutions  were  unani- 
mously adopted,  viz. : 

(a)  That  application  be  made  to  the  State  corporation  commission 
for  the  issuance  of  a certificate  of  re-incorporation  of  this  company  as 
a stock  company  under  its  present  corporate  name,  under  the  pro- 
visions of  an  act  of  Assembly  of  Virginia,  approved  May  15,  1903, 
entitled,  “An  act  authorizing  mutual  life  insurance  companies  chartered 
in  this  State  to  re-incorporate  as  stock  companies  under  their  existing 
corporate  names. 

(b)  That  the  capital  stock  of  this  company  be  one  hundred  thou- 
sand dollars  to  be  fully  paid  up  and  issued  in  shares  of  the  par  value 
of  $100  per  share. 

(c)  That  this  company  as  re-incorporated  shall  have  and  enjoy  all 
the  other  and  further  rights,  powers  and  privileges  conferred  by,  and 
be  subject  to  all  liabilities  and  other  provisions  of  its  original  charter 
as  granted  by  the  General  Assembly  of  Virginia  by  act  approved  March 


3i8 


CHARTERS  OF  LIFE  INSURANCE  COMPANIES. 


i,  1902,  and  by  the  said  act  of  Assembly  of  Virginia,  approved  May 
15,  1903,  and  all  the  general  powers  and  privileges  as  provided  by  the 
Constitution  and  laws  of  the  State  of  Virginia  in  so  far  as  applicable 
thereto. 

(d)  The  officers  and  directors  who  shall,  until  its  next  regular  annual 
meeting,  unless  sooner  changed,  manage  the  affairs  of  this  corporation 
are  as  follows : Directors — F.  L.  Smart,  Philadelphia,  Pa. ; E.  L.  Shel- 
ton, Philadelphia,  Pa. ; J.  K.  Tener,  Charleroi,  Pa.,  H.  H.  Baker,  Win- 
chester, Va. ; E.  D.  Newman,  Woodstock,  Va. ; G.  E.  Tener,  Pittsburg, 
Pa. ; of  whom  E.  D.  Newman  shall  be  president;  H.  H.  Baker  shall  be 
vice-president;  E.  L.  Shelton,  secretary,  and  J.  K.  Tener,  treasurer,  R. 
L.  Montague,  Shafer  building,  Richmond,  Va.,  is  named  as  agent  upon 
whom  process  against  this  corporation  may  be  served. 

In  testimony  whereof,  the  said  Security  Life  and  Annuity  Company 
of  America  has  caused  this  its  application  for  re-incorporation  to  be 
signed  by  H.  H.  Baker,  its  president,  to  be  sealed  by  its  corporate  seal 
and  to  be  attested  by  E.  L.  Shelton,  its  secretary,  at  the  city  of  Rich- 
mond Va.,  this  twelfth  day  of  June,  1903. 

H.  H.  BAKER, 

President. 

Attest:  E.  L.  SHELTON, 

Secretary. 

Application  and  Certificate  for  Amendments  to  the  Charter  of 
the  Security  Life  and  Annuity  Company  of  America. 

The  Security  Life  and  Annuity  Company  of  America,  chartered 
under  the  laws  of  the  State  of  Virginia  by  act  of  assembly  approved 
March  1,  1902,  and  re-incorporated  June  12,  1903,  as  a stock  company, 
hereby  makes  application  for  the  amendment  of  its  charter  in  the  par- 
ticulars hereinafter  set  forth,  and  in  order  thereto  makes  the  following 
certificate : 

1.  That  at  the  regular  monthly  meeting  of  the  board  of  directors 
of  the  Security  Life  and  Annuity  Company  of  America,  held  at  its 
office  in  Philadelphia,  Pa.,  on  December  16,  1903,  resolutions  were 
adopted  as  follows : 

“Whereas,  It  is  considered  that  it  will  be  to  the  interest  of  the  com- 
pany to  secure  such  amendments  of  its  certificate  of  incorporation  as 
shall  prescribe  (a)  that  the  maximum  of  stock  that  may  be  issued  by 
this  company  be  increased  to  five  hundred  thousand  dollars;  (b)  that 
the  par  value  of  shares  be  changed  from  one  hundred  dollars  per  share 
to  ten  dollars  per  share;  and  (c)  that  the  company  be  authorized  to 
write  health  and  accident  insurance. 


SECURITY  LIFE  AND  ANNUITY. 


3I9 

“Resolved,  Therefore,  That  a special  meeting  of  stockholders  be,  and 
the  same  is  hereby  called  to  meet  at  the  home  office  of  said  company 
in  Richmond,  Va.,  on  Monday,  December  28,  1903,  at  10  o’clock  A.  M., 
to  consider  the  advisability  of  securing  the  adoption  of  the  proposed 
amendments ; and  in  case  said  amendments,  or  any  of  them,  shall  be 
determined  upon,  to  adopt  such  resolutions  as  may  be  required  to  carry- 
out such  determination  of  the  company.” 

2.  That  pursuant  to  said  action  of  the  board  of  directors  of  said 
company,  the  undersigned,  E.  L.  Shelton,  secretary  of  said  company, 
on  the  said  sixteenth  day  of  December,  1903,  mailed  to  each  stock- 
holder of  said  company,  directed  to  the  address  appearing  on  the  books 
of  said  company,  written  notice  as  follows : 

“Philadelphia,  Pa.,  December  16,  1903. 

“To  : 

“You  are  hereby  notified  that  by  resolution  of  the  board  of  directors 
adopted  at  its  regular  monthly  meeting  held  December  16,  1903,  a 
special  meeting  of  the  stockholders  of  the  Security  Life  and  Annuity 
Company  of  America  has  been  called  to  meet  at  the  company’s  home 
office  in  Richmond,  Va.,  on  Monday,  December  28,  1903,  at  10  o’clock 
A.  M.,  for  the  purpose  of  deciding  upon  such  amendments  to  the 
charter  of  said  company  as  to  permit  the  writing  of  health  and  acci- 
dent insurance,  to  increase  the  maximum  capital  stock  authorized  to 
be  issued  to  five  hundred  thousand  dollars,  and  to  change  the  share  of 
stock  of  said  company  from  one  hundred  dollars  to  ten  dollars,  par 
value. 

“E.  L.  SHELTON, 

“Secretary.” 

3.  That  pursuant  to  said  call  and  notice  a special  meeting  of  stock- 
holders of  said  company  assembled  at  the  home  office  of  said  company, 
at  Richmond,  Va.,  on  December  28,  1903,  at  10  o’clock  A.  M.,  at  which 
meeting  the  undersigned,  E.  L.  Shelton,  was  made  secretary,  and  all 
of  the  stockholders  of  said  company  were  present  and  participated  in 
said  meeting  in  person  or  by  proxy. 

4.  That  at  said  meeting  the  following  resolutions  were  unanimously 
adopted,  viz. : 

Resolved,  That  application  be  made  to  the  State  corporation  com- 
mission for  amendments  to  the  charter  of  the  Security  Life  and 
Annuity  Company  of  America  as  follows : 

(a)  That  section  two  of  its  charter  be  amended  to  read  as  follows: 

“2.  This  company  is  authorized  and  empowered  to  transact  a gen- 
eral health,  accident  and  life  insurance  business,  and,  in  general,  to 


32° 


CHARTERS  OF  LIFE  INSURANCE  COMPANIES. 


make  all  contracts  whatsoever  pertaining  to  the  business  of  insuring 
lives,  or  the  granting  of  annuities  or  endowments,  and  to  do  every  act 
or  thing  not  inconsistent  with  the  laws  of  this  State  or  of  the  United 
States  in  the  conduct  of  the  life,  health  or  accident  insurance  business.” 
(b)  That  Sec.  5 of  the  original  charter  as  amended  by  order  of 
the  State  corporation  commission  on  June  12,  1903,  be  amended  to 
read  as  follows : 

“5.  That  the  capital  stock  of  this  company  be  not  less  than  one 
hundred  thousand  dollars  and  not  more  than  five  hundred  thousand 
dollars,  to  be  issued  in  shares  of  the  par  value  of  ten  dollars  per  share.” 
In  testimony  whereof,  the  said  Security  Life  and  Annuity  Company 
of  America  has  caused  this,  its  application  for  amendments  to  its 
charter,  to  be  signed  by  E.  D.  Newman,  its  president,  to  be  sealed  with 
its  corporate  seal,  and  to  be  attested  by  E.  L.  Shelton,  its  secretary,  at 
the  city  of  Richmond,  Va.,  this  twenty-eighth  day  of  December,  1903. 

(Seal.) 

E.  D.  NEWMAN, 
President. 

Attest:  E.  L.  SHELTON, 

Secretary. 


EXTRACTS  FROM  THE  BY-LAWS. 

1.  Name. — The  name  of  this  corporation  is  “Security  Life  and  Annuity  Com- 
pany of  America.” 

2.  Objects  and  Purposes. — The  objects  and  purposes  of  the  company  shall  be 
to  provide  and  secure  economic  life  and  annuity  insurance,  and  protection 
against  need  in  old  age  to  the  members,  and  to  provide  for  their  widows, 
minor  orphans,  and  other  beneficiaries  having  an  interest  in  the  lives  of  policy- 
holders, and  to  do  such  other  acts  and  things  as  may  be  necessary  or  desirable 
in  promoting  the  business  of  life  and  annuity  insurance  not  inconsistent  with 
the  laws  of  this  State,  or  of  the  United  States  of  America. 

3.  Officers. — The  officers  of  this  company  shall  be  a president,,  vice-president 
(who  shall  be  ex-officio  chairman  of  board  of  directors),  second  vice-president, 
secretary,  assistant  secretary,  general  manager,  treasurer,  assistant  treasurer, 
permanent  chairman  of  executive  committee,  medical  director  and  assistant 
medical  director. 

4.  Government. — The  government  and  control  of  the'  business  operations  of 
this  company  shall  be  vested  in  a board  of  five  directors,  which  board  shall  be 
elected  by  the  stockholders  at  each  regular  annual  meeting. 

5.  Meetings. — The  regular  annual  meeting  of  the  board  of  directors  for  the 
election  of  officers  shall  be  held  on  the  third  Wednesday  in  February  of  each 
year,  at  the  company’s  home  office,  in  the  city  of  Richmond,  Va. 

Regular  meetings  of  directors  shall  be  held  on  the  third  Wednesday  of  each 
month.  Special  meetings  may  be  held  upon  written  notices,  signed  by  the 


SECURITY  LIFE  AND  ANNUITY. 


321 


president  or  secretary,  or  by  any  three  members  of  the  board  of  directors,  which 
notice  must  state  the  time  and  the  subject  matter  to  be  considered,  and  must 
be  served  upon  each  member  of  the  board  personally,  or  by  mail,  and  upon  the 
secretary. 

6.  Tenure  of  Officers. — All  officers  of  this  company  designated  herein,  after 
the  first  election,  shall  be  elected  by  the  board  of  directors  annually  at  the 
February  meeting,  which  officers  shall  be  responsible  to  the  board  of  directors 
for  their  official  acts,  and  shall  give  such  bonds  and  perform  such  duties  as  may 
be  required  of  them  by  the  board  of  directors  at  their  first  meeting,  after  the 
organization  of  this  company,  and  shall  hold  their  offices  until  the  annual  meet- 
ing of  the  board  of  directors  in  February  next  following,  or  until  their  succes- 
sors shall  be  elected  and  qualified,  unless  they  shall  resign  or  be  removed  for 
any  cause.  Any  vacancy  occurring  in  the  board  of  directors,  or  the  officers, 
may  be  filled  by  the  board  of  directors  for  the  unexpired  term  at  any  regular 
meeting. 

7.  Executive  Committee. — There  shall  be  appointed  by  the  board  of  directors, 
at  its  first  regular  meeting  after  organization,  an  executive  committee  consisting 
of  three  of  said  board,  which  committee  shall  have  the  management  and  super- 
vision of  the  ordinary  business  of  the  company,  subject  to  instructions  from  the 
board  of  directors.  The  presence  of  a majority  of  the  members  of  such  ex- 
ecutive committee  is  necessary  to  constitute  a quorum. 

8.  Finance  Committee. — A finance  committee,  consisting  of  three,  a majority 
of  whom  shall  be  necessary  to  conduct  business,  shall  be  appointed  by  the 
board  of  directors  at  each  regular  annual  meeting,  whose  duties  shall  be  to 
invest  the  surplus  and  the  legal  reserve  fund,  provided  no  indebtedness  other 
than  its  liability  for  its  contracts  of  insurance  or  annuities  shall  be  incurred  by 
this  company.  The  action  of  the  finance  committee  shall  be  subject  to  revision 
by  the  board  of  directors. 

16.  Qualifications  of  Members. — No  person  shall  be  insured  by  this  company 
under  16  nor  over  65  years  of  age  when  admitted.  Each  applicant  for  insur- 
ance shall  comply  with  all  the  requirements  of  this  company  as  set  forth  in 
these  by-laws  and  his  policy  contract. 

17.  Meetings  of  Stockholders. — The  regular  annual  meeting  of  stockholders 
shall  be  held  on  the  third  Wednesday  in  February  of  each  year,  at  the  company’s 
home  office,  in  the  city  of  Richmond,  Va.  At  each  regular  annual  meeting, 
the  board  of  directors  for  the  ensuing  year  shall  be  elected. 

Special  meetings  of  stockholders  may  be  called  by  the  board  of  directors  of 
this  company.  Notice  of  such  meeting  shall  be  mailed  to  each  stockholder  at 
least  fifteen  days  before  the  day  fixed  for  such  meetings,  and  shall  contain  a 
statement  of  the  business  to  be  transacted  at  such  meeting,  and  no  other  busi- 
ness shall  be  considered  thereat.  A majority  of  stockholders  present,  either 
in  person  or  by  proxy,  shall  constitute  a quorum  at  any  meeting,  and  a majority 
of  those  voting  shall  be  sufficient  to  enact  business. 

18.  Remuneration  of  Officers. — The  directors  and  elected  officers  shall  re- 
ceive such  compensation  as  the  board  of  directors  shall  determine.  All  other 
employees  shall  receive  such  compensation  as  may  be  adjudged  necessary  by 
the  officers  with  whom  they  contract. 

19.  All  motions  to  alter  or  amend,  or  add  to  these  by-laws  shall  be  reduced  to 
writing  and  signed  by  the  mover,  and  offered  at  a regular  meeting  of  the  board 
of  directors,  and  lie  over  until  the  next  regular  meeting,  when  such  motion  shall 


322 


CHARTERS  OF  LIFE  INSURANCE  COMPANIES. 


be  adopted,  provided  a majority  of  the  board  of  directors  vote  in  favor  of  such 
amendment,  change  or  addition. 

20.  The  capital  stock  of  this  company  shall  not  be  less  than  $100,000  and  not 
more  than  $500,000. 


Resolution  of  October  21,  1905. 

Be  it  resolved  that  on  and  after  the  first  day  of  November,  1905,  this  company 
shall  not  issue  any  health  insurance,  such  business  to  be  entirely  discontinued  after 
said  date,  except  such  contracts  for  said  insurance  as  are  now  in  force.  * * * 


SECURITY  MUTUAL  LIFE. 


323 


SECURITY  MUTUAL  LIFE  INSURANCE  COMPANY. 


This  is  to  Certify,  That  the  Security  Mutual  Life  Insurance  Com- 
pany has  duly  adopted  the  following  amended  charter  in  conformity 
with  the  provisions  of  the  insurance  law  of  the  State  of  New  York, 
being  chapter  690  of  the  laws  of  eighteen  hundred  and  ninety-two  and 
the  amendments  thereof. 

Article  i.  The  name  of  the  company  shall  continue  to  be  “ Se- 
curity Mutual  Life  Insurance  Company.” 

Article  2.  The  company  shall  be  located  at  and  its  principal  place 
of  business  shall  be  in  the  city  of  Binghamton,  N.  Y. 

Article  3.  The  business  of  the  company  shall  be  insurance  on  the 
lives  of  persons  and  every  insurance  pertaining  thereto,  the  making  of 
endowments,  the  granting,  purchasing  and  disposing  of  annuities,  such 
insurance  being  authorized  under  subdivision  1 of  Sec.  70  of  the  in- 
surance law  of  the  State  of  New  York. 

Article  4.  Sec.  i.  All  the  corporate  powers  of  the  company  shall 
be  exercised  by  the  board  of  directors  and  such  officers  and  agents  as 
the  board  may  appoint. 

Sec.  2.  The  board  of  directors  shall  consist  of  nine  persons ; the 
majority  of  whom  shall  be  citizens  and  residents  of  the  State  of  New 
York,  elected  as  hereinafter  specified  and  in  the  by-laws  provided. 

Sec.  3.  The  directors  shall  continue  to  be  divided  into  three  equal 
classes,  and  as  the  term  of  each  class  shall  expire,  their  successors  shall 
be  elected  at  the  annual  meeting  of  the  members,  for  the  term  of  three 
years,  three  directors  to  be  elected  each  year.  Vacancies  occasioned 
by  death,  resignation  or  otherwise  shall  be  filled  by  the  board  of  di- 
rectors. A majority  vote  of  a quorum  of  the  then  existing  board  shall 
constitute  an  election.  Each  director  and  class  hold  over  until  their 
successors  are  elected,  and  nothing  herein  shall  be  construed  so  as  to 
prevent  any  director  or  directors  going  out  from  being  eligible  for  re- 
election. 

Sec.  4.  The  annual  meeting  of  the  members  shall  be  held  on  the 
first  Tuesday  in  February  in  each  and  every  year.  At  all  annual  or 
special  meetings  of  the  members  of  the  company,  each  member  shall 
be  entitled  to  one  vote  for  each  one  thousand  dollars  of  insurance  in 


3 24 


CHARTERS  OF  LIFE  INSURANCE  COMPANIES. 


force  in  the  company  on  his  own  life,  in  the  manner  as  shall  be  pre- 
scribed in  the  by-laws. 

Sec.  5.  The  officers  of  the  company  shall  consist  of  the  president, 
one  or  more  vice-presidents,  a treasurer,  a secretary  and  a general  man- 
ager, all  of  which  have  been  or  shall  be  elected  by  the  board  of  direc- 
tors, as  in  the  by-laws  provided. 

Sec.  6.  All  of  the  present  officers  and  present  directors  of  the  com- 
pany shall  continue  to  be  such  officers  and  directors  respectively  for 
the  period  or  periods  for  which  they  have  been  heretofore  elected  or 
appointed. 

Sec.  7.  The  board  of  directors  shall  have  power  and  authority  to 
adopt  in  whole,  or  in  part,  the  present  by-laws  of  the  company,  and  to 
make  such  other  bv-laws,  rules  and  regulations  for  the  transaction  of 
the  business  of  the  company  as  they  deem  expedient,  and  to  amend  or 
repeal  such  by-laws,  rules  and  regulations ; provided,  however,  that  an 
affirmative  vote  of  seven-ninths  of  the  entire  board  of  directors  shall 
be  necessary  to  adopt,  amend,  alter  or  repeal  said  by-laws,  or  any  part 
of  them ; and  provided,  further,  that  the  board  of  directors  shall  never 
have  power  or  authority  to  adopt  or  make  any  by-law,  rule  or  regu- 
lation contrary  to,  or  inconsistent  with  this  charter,  or  any  provision 
thereof,  or  the  laws  of  the  State  of  New  York. 

Article  5.  Sec.  i.  The  company  shall  have  no  capital  stock,  but 
shall  be  a mutual  company. 

Sec.  2.  The  board  of  directors  shall,  within  ninety  days  subsequent 
to  the  first  of  January  in  each  year,  cause  an  estimate  to  be  made  of  the 
profits  and  true  state  of  the  affairs  of  the  company  as  near  as  may  be 
for  the  preceding  year,  which  estimate  and  the  individual  allotment 
thereof  shall  be  conclusive  upon  all  persons  entitled  to  share  in  any 
distribution  of  surplus  which  shall  be  paid  or  credited  under  and  ac- 
cording to  the  terms  of  their  several  policy  contracts. 

Sec.  3.  The  board  of  directors  shall  have  authority  to  reserve  and 
set  aside  such  an  amount  of  the  profits  in  excess  of  the  reserve  re- 
quired by  law  to  be  held  and  maintained,  as  shall,  in  their  judgment, 
be  for  the  best  interests  of  the  company. 

Article  6.  No  person  shall  incur  any  personal  liability  for  the 
losses  or  liabilities  of  this  company  by  reason  of  being  a policy  or  cer- 
tificate holder  in  the  same. 

Article  7.  The  company  shall  be  entitled  to  have  and  enjoy  all  the 
rights,  privileges  and  provisions  of  existing  laws  which  might  be  in- 
cluded in  this  charter  and  enjoyed  by  it,  if  it  were  originally  incorpo- 
rated under  Article  2 of  the  insurance  laws  of  this  State. 

Article  8.  The  charter  of  the  company  shall  be  perpetual. 


SECURITY  MUTUAL  LIFE. 


325 


In  Witness  Whereof,  The  company  has  caused  its  seal  to  be  affixed 
hereto  and  to  be  attested  by  its  president  and  secretary,  this  twenty- 
eighth  day  of  December,  1899. 

W.  G.  PHELPS, 

President. 

(Seal.) 

CHAS.  M.  TURNER, 
Secretary. 


EXTRACTS  FROM  THE  BY-LAWS. 

Article  i.  Sec.  i.  Applications. — Applicants  for  insurance  shall  make  and 
sign  a written  application  in  the  form  prescribed  by  the  board  of  directors,  con- 
taining the  particular  information  required  by  the  company. 

Sec.  2.  Written  Statements. — No  statement,  answer  or  information  given  by 
an  applicant,  or  by  any  other  person,  to  any  agent  or  to  the  medical  examiner 
shall  be  deemed  a part  of  the  application  or  notice  to  the  company,  or  under 
any  circumstances,  admissible  in  evidence  in  an  action  against  the  company 
unless  actually  written  in  the  application  over  the  signature  of  the  applicant. 

Sec.  3.  Membership. — No  applicant  shall  be  considered  a member  of  the 
company,  and  no  policy  shall  be  in  force,  until  the  first  premium  payment  there- 
on is  actually  made  to  the  company,  or  to  an  authorized  collector,  and  the  com- 
pany’s receipt  duly  signed  by  the  registrar  actually  delivered  with  the  policy 
to  such  applicant  during  his  lifetime  and  while  in  good  health. 

Sec.  4.  Policies. — Policies  shall  be  in  the  form  prescribed  by  the  board  of 
directors,  and  together  with  the  written  application  shall  contain  the  specific 
terms  of  the  agreement  or  contract  between  the  company  and  the  member; 
such  contract  also  shall  be  deemed  to  include  as  an  integral  part,  the  laws  of 
the  State  of  New  York,  pursuant  to  which  this  company  was  incorporated,  the 
certificate  of  incorporation  filed  by  it  according  to  law,  and  the  by-laws,  rules 
and  regulations  of  the  company  in  force  at  the  date  of  the  policy  and  as  they 
may  be  subsequently  amended. 

Sec.  5.  Forfeitures. — If  any  person  secures  a policy  of  insurance  by  con- 
cealing or  suppressing  any  material  fact,  or  if  any  of  ,the  answers  or  statements 
in  his  application,  or  subsequent  statements  or  answers  made  to  the  medical 
examiner  or  directors,  or  officers  of  the  company  in  relation  to  the  same,  are 
in  any  respect  incomplete  or  untrue,  or  if  any  member  neglects  to  pay  in  full 
any  premium  when  due,  or  if  any  of  the  conditions  upon  which  the  policy  is 
issued  are  violated,  then,  and  in  each  and  every  such  case,  such  policy  and 
membership  shall  at  once  become  forfeited  and  void,  and  all  payments  made 
thereon  shall  be  forfeited  to  the  company,  unless  otherwise  provided  by  law  or 
in  the  policy. 

Sec.  6.  Notices. — A premium  or  other  notice  directed  to  any  member,  or 
other  person  designated  at  his  postoffice  address  as  it  appears  on  the  books  of 
the  company,  shall  be  deemed  a sufficient  notice;  an  affidavit  of,  or  proof  of 
addressing* and  mailing  the  same  according  to  the  usual  course  of  business  of 
said  company,  shall  be  taken  and  admitted  as  evidence,  and  shall  constitute  and 
be  deemed  and  held  to  be  conclusive  proof  of  due  notice  to  said  member  and 


326 


CHARTERS  OF  LIFE  INSURANCE  COMPANIES. 


every  person  accepting  or  acquiring  any  interest  under  any  policy.  The  send- 
ing of  a notice  of  premium  payment  or  other  notice  shall  not  be  held  to  waive 
any  forfeiture  or  lapse  caused  by  the  non-payment  of  any  previous  premium  or 
payment. 

Sec.  7.  Change  of  Beneficiary. — A member  shall  have  the  right  at  any  time 
during  the  continuance  of  his,  or  her,  policy  to  change  the  beneficiary  or  bene- 
ficiaries by  filing  with  the  company  at  its  home  office,  a written  request  duly 
executed.  Provided,  however,  that  a member  shall  not  have  a right  to  assign 
his  policy  in  whole  or  in  part,  or  make  any  change  of  beneficiary  thereunder, 
when  the  same  is  payable  to  a creditor,  excepting  subject  to  such  creditor’s  in- 
terest. No  change  or  attempted  change  of  beneficiary,  or  assignment  of  policy, 
or  of  any  benefits  to  accrue  thereunder,  shall  be  valid  or  become  operative  or 
in  any  way  binding  upon  the  company,  unless  and  until  a duplicate  thereof  shall 
have  been  filed  with  the  company.  The  company  shall  not  be  responsible  for  the 
validity  of  any  assignment,  attempted  assignment,  change  or  attempted  change 
of  beneficiary. 

Article  2.  Sec.  i.  Annual  Meeting. — An  annual  meeting  of  members  for 
the  election  of  directors  and  the  transaction  of  such  other  business  as  may 
properly  come  before  it,  shall  be  held  at  the  home  office  in  the  city  of  Bing- 
hamton, N.  Y.,  at  two  o’clock  in  the  afternoon  on  the  first  Tuesday  in  Febru- 
ary in  each  year.  Said  election  shall  be  by  ballot  and  a plurality  of  votes  shall 
elect. 

Sec.  2.  Special  Meetings. — Special  meetings  of  the  members  of  the  company 
shall  be  called  by  the  president  when  requested  by  the  board  of  directors. 

Sec.  3.  Deferred  Election. — In  case  it  shall  at  any  time  happen  that  an  elec- 
tion of  directors  does  not  take  place  on  the  date  appointed  for  the  annual 
election,  then  it  shall  be  the  duty  of  the  president  to  appoint  a day  when  said 
election  shall  be  held,  and  if  the  election  fail  to  take  place  on  the  day  so  ap- 
pointed, then  said  president  shall  appoint  another  day  for  the  same  purpose, 
and  shall  continue  to  appoint  days  for  that  purpose  until  an  election  shall  have 
been  held  as  required  by  law.  A deferred  election  must  be  held  upon  the  same 
notice  to  members  as  required  by  law  and  these  by-laws  for  an  annual  meeting. 

Sec.  4.  Notice  of  Annual  Meeting. — Notice  of  the  time  and  place  of  each 
annual  or  special  meeting  of  the  members  of  the  company  shall  be  given  by  pub- 
lishing the  same  once  in  each  week  for  at  least  two  weeks  prior  to  the  time  of 
such  election  in  two  public  newspapers  published  in  the  city  of  Binghamton, 
New  York,  and  in  the  paper  at  Albany,  in  which  State  notices  are  required  or 
permitted  to  be  published. 

Sec.  5.  Who  Entitled  to  Vote. — Each  member  in  good  standing  at  each 
annual  or  special  meeting  of  the  members  shall  be  entitled  to  one  vote  in  person 
or  by  proxy  for  each  one  thousand  dollars  of  insurance  in  the  company  affected 
on  his  or  her  own  life;  provided  that  no  vote  by  proxy  or  power  of  attorney 
shall  be  accepted  unless  such  proxy  or  power  of  attorney  is  registered  with  the 
general  manager  of  the  company  at  least  ten  days  before  the  meeting  at  which 
such  vote  is  offered. 

Sec.  6.  Inspectors. — The  board  of  directors  shall  appoint  three  inspectors 
for  each  annual  election,  who  shall  hold  office  for  one  year,  and  until  their  suc- 
cessors are  appointed. 

Sec.  7.  Quorum. — The  members  present  or  represented  at  a stated  or  special 
meeting  of  members  shall  constitute  a quorum. 


SECURITY  MUTUAL  LIFE. 


327 


Article  3.  Sec.  i.  The  Board  of  Directors. — The  corporate  powers  of  this 
company  shall  be  vested  in  a board  of  directors,  who  shall  have  and  exercise 
the  general  control  and  management  of  its  affairs,  and  all  its  funds,  and  shall 
perform  all  acts  necessary  to  promote  the  interests  and  enhance  the  security  of 
the  company  not  inconsistent  with  these  by-laws,  the  certificate  of  incorpora- 
tion, or  the  laws  of  the  State  of  New  York. 

Sec.  2.  Board  of  Directors  and  Term  of  Office. — The  board  of  directors  shall 
consist  of  nine  persons.  Said  board  shall  continue  to  be  divided  into  three 
classes  of  three  directors  each.  The  present  directors  shall  hold  office  for  the 
time  for  which  they  were  originally  elected.  The  term  of  office  for  a director 
shall  be  three  years.  Three  directors  shall  be  chosen  each  year.  Directors 
elected  on  any  day  subsequent  to  the  date  of  the  annual  election  shall  hold  office 
until  the  expiration  of  three  years  from  the  date  when  such  election  should 
have  been  held,  and  all  directors,  however  elected,  shall  continue  to  hold  office 
until  their  successors  have  been  duly  elected  to  and  have  accepted  office. 

Sec.  3.  Vacancies. — If  at  any  time  for  any  cause,  a vacancy  shall  occur 
among  the  directors,  said  vacancy  may  be  filled  for  the  unexpired  term  by  the 
directors  then  holding  office,  at  any  subsequent  stated  or  special  meeting. 

Sec.  4.  Advisory  Directors. — The  board  of  directors  may  at  its  discretion 
elect  members  in  the  different  States  or  Dominion  of  Canada,  to  be  known  as 
advisory  directors,  whose  duties  shall  be  confined  to  counseling  or  advising  as 
to  the  best  means  of  successfully  prosecuting  the  business  of  the  company  in 
their  respective  localities. 

Sec.  5.  Stated  Meetings  of  Directors. — The  directors  shall  have  a stated  an- 
nual meeting  immediately  after  the  close  of  the  annual  meeting  of  members, 
and  such  other  meetings  during  the  year  as  may  be  called  under  these  by-laws 
by  the  officers  duly  empowered,  or  as  said  board  may  by  resolution  provide  for. 
The  registrar  shall  cause  to  be  maileu  to  each  director,  at  the  address  filed  with 
the  general  manager  for  this  purpose,  a written  notice  of  each  meeting,  except 
the  annual  meeting,  as  early  as  the  day  before  such  meeting. 

Sec.  6.  Special  Meetings. — Special  meetings  of  the  board  of  directors  shall 
be  held  upon  the  call  of  the  president  of  the  company,  or  on  his  call  when  re- 
quested in  writing  by  five  members  of  the  board  of  directors.  A written  notice 
of  a special  meeting,  stating  the  day,  hour  and  place  where  it  is  to  be  held, 
must  be  sent  by  mail  to  each  director  as  early  as  the  day  before  said  special 
meeting,  addressed  to  him  at  the  address  to  be  filed  as  aforesaid ; but  a 
special  meeting  may  be  held  on  a shorter  call,  provided  actual,  personal,  writ- 
ten notice  of  the  time  and  place  shall  have  been  previously  given  to  each 
director.  All  special  meetings  shall  be  held  at  the  home  office  of  the  company. 

Sec.  7.  Quorum. — A majority  of  the  board  of  directors,  or  any  committee, 
standing  or  special,  shall  constitute  a quorum  for  the  transaction  of  business. 

Article  4.  Sec.  i.  Election  of  Officers  and  Committees. — There  shall  be 
a stated  meeting  of  the  board  of  directors  for  the  election  of  officers  and  com- 
mittees on  the  first  Tuesday  in  February  in  each  and  every  year  immediately 
after  the  annual  meeting  of  members.  In  case  of  a failure  to  elect  upon  the 
day  thus  designated,  the  election  may  be  held  at  any  subsequent  stated  meeting 
of  the  board,  or  at  any  special  meeting  called  for  that  purpose. 

Sec.  2.  Officers. — The  officers  of  this  company  shall  consist  of  a president, 
one  or  more  vice-presidents,  general  manager,  treasurer  and  comptroller,  all 
of  whom  have  been  or  shall  be  chosen  by  the  board  of  directors;  and  the  board 


328 


CHARTERS  OF  LIFE  INSURANCE  COMPANIES. 


may  appoint  a general  counsel,  registrar,  assistant  registrar,  medical  director 
and  such  other  officers  as  may  be  necessary. 

Sec.  3.  Filling  Vacancies. — Any  vacancy  or  vacancies  occurring  among  the 
officers  of  the  company  shall  be  filled  by  the  board  of  directors  at  any  stated 
meeting,  or  special  meeting  called  for  that  purpose,  and  any  officer  or  officers 
thus  elected  shall  hold  office  until  the  expiration  of  the  term  or  terms  for  which 
his  predecessor  or  predecessors  shall  have  been  elected. 

Sec.  4.  Executive  Committee. — An  executive  committee  is  hereby  consti- 
tuted, to  consist  of  five  members,  viz. : general  manager,  who  shall  be  chair- 
man thereof,  the  president,  the  first  vice-president;  the  treasurer  and  general 
counsel,  and,  so  long  as  the  office  of  president  and  general  manager  is  held  by 
one  person,  one  director  to  be  appointed  by  the  president.  Such  executive 
committee  shall  possess  all  the  power  and  authority  that  the  board  of  directors 
does  or  can  possess  when  not  in  session,  and  shall  have  the  immediate  control 
and  supervision  of  the  affairs  of  the  company,  subject  to  the  approval  of  the 
board  of  directors.  They  shall  keep  a record  of  all  their  transactions,  which 
shall  be  read  at  the  next  regular  meeting  of  the  board  of  directors;  and  in  case 
the  board  does  not  then  expressly  annul  or  disapprove  any  act  or  transaction 
of  the  said  executive  committee,  it  shall  be  taken  and  held  that  all  acts  and 
transactions  of  the  executive  committee  not  so  annulled  or  disapproved  are 
approved  and  confirmed  by  the  board  of  directors.  Any  vacancy  in  the  execu- 
tive committee  may  be  filled  by  the  president. 

Sec.  5.  Investing  Committee. — There  shall  be  an  investing  committee  which 
shall  consist  of  the  treasurer  of  the  company,  who  shall  be  chairman  thereof, 
and  two  other  members  of  the  board  of  directors  to  be  appointed  by  the  board 
at  its  annual  meeting. 

Sec.  6.  Auditing  Committee. — The  board  of  directors  at  its  annual  meeting 
shall  elect  three  of  their  number  who  shall  constitute  an  auditing  committee, 
and  said  committee  shall  serve  until  the  next  annual  meeting  of  the  board,  and 
until  a new  committee  shall  have  been  chosen.  This  committee  shall  be 
charged  with  the  auditing  of  the  net  premium  or  reserve  fund  of  the  company, 
and  shall  report  the  accurate  condition  of  the  same  to  the  members. 

Sec.  7.  Terms  of  Office. — The  terms  of  office  of  the  president,  vice-presi- 
dents, treasurer  and  comptroller  shall  in  each  case  be  for  one  year.  The  term 
of  office  of  the  general  manager  shall  be  for  life.-  In  event  of  malfeasance  in 
office  on  the  part  of  the  last  mentioned  officer,  he  may  be  removed  by  a seven- 
ninths  vote  of  the  full  board  of  directors;  provided,  however,  that  the  said 
general  manager  shall  not  be  so  removed  without  a full  and  fair  trial  given 
him  by  the  board;  such  trial  to  be  had  not  less  than  thirty  days  after  he#  shall 
have  been  informed  in  writing  of  the  specific  charges  against  him.  In  all  cases 
when  the  election  is  to  fill  an  unexpired  term,  or  when  the  election  has  taken 
place  at  a date  subsequent  to  the  date  when  the  election  should  have  been  held, 
the  term  of  such  officer  shall  be  for  the  remainder  of  the  unexpired  term,  or 
for  the  term  beginning  upon  the  day  when  the  election  should  have  been  held. 
All  officers  and  committees  shall  hold  office  until  their  successors  shall  have 
been  elected  or  appointed  and  shall  have  accepted  office. 

Sec.  8.  Other  Committees,  Etc. — The  board  of  directors  may  also  appoint 
such  other  committees  as  shall  in  their  judgment  be  for  the  best  interests  of 
the  company. 

Article  6.  Sec.  1.  Payments  to  Members. — Upon  receipt  of  satisfactory 


SECURITY  MUTUAL  LIFE. 


329 


proofs  of  the  fact,  cause  and  date  of  death  of  a member,  and  the  existence  of  a 
valid  claim  against  the  company,  or  that  any  moneys  are  due  any  member  of  the 
company,  his  beneficiaries,  legal  heirs,  executors,  administrators  or  assigns,  the 
board  of  directors  shall,  within  sixty  days  thereafter,  cause  to  be  paid  to  such 
person  or  persons  as  shall  appear  legally  entitled  to  receive  the  same,  the 
amount  to  which  they  are  entitled  according  to  the  terms  of  the  policy. 

Sec.  2.  Reserve  Fund. — That  part  of  the  premium  payment  generally  known 
as  the  net  premium  shall,  after  deducting  the  cost  of  collection,  be  deposited  in 
such  regularly  incorporated  banks  or  trust  companies  as  the  treasurer  may 
direct,  with  the  approval  of  the  board  or  directors,  or  with  the  Insurance  De- 
partments of  the  several  States  or  Dominion  of  Canada,  to  the  credit  of  the 
reserve  fund,  and  shall  be  used  in  payment  of  the  claims  arising  under  the 
policies  of  the  company  according  to  their  respective  terms  and  conditions,  or 
for  the  necessary  expenses  incurred  in  adjusting,  investigating,  paying  and 
canceling  claims,  applications  and  policies,  or  in  payment  of  United  States, 
State,  county  and  municipal  taxes,  licenses  and  fees,  or  in  payment  of  expenses 
incurred  in  making  loans  or  in  collecting  moneys  belonging  to  this  fund,  or  in 
payment  of  expenses  of  the  medical  department.  Any  surplus  in  this  fund  in 
excess  of  the  amount  required  to  be  held  by  law,  may,  in  the  discretion  of  the 
board  of  directors,  be  returned  in  dividends  or  applied  under  the  terms  of  the 
several  policy  contracts.  Any  moneys  belonging  to  this  fund  may  be  invested 
in  such  interest  bearing  securities  as  are  authorized  by  law. 

Sec.  3.  Expenses  of  Management. — All  of  the  premiums  paid  on  any  policy 
in  excess  of  the  net  premium,  as  calculated  by  this  company,  shall  be  set  apart 
to  the  general  fund,  from  which  all  expenses  not  otherwise  provided  for  shall 
be  paid. 

Article  7.  Sec.  i.  Amendments. — These  by-laws  may  be  revised  or 
amended  at  any  stated  or  special  meeting  of  the  board  of  directors  provided 
there  is  delivered  in  person  or  mailed  to  each  director,  not  less  than  thirty 
days  prior  to  such  meeting,  a copy  of  such  proposed  alteration  or  amendment, 
with  a notice  of  the  time  and  place  when  the  same  will  be  considered;  pro- 
vided, however,  that  no  such  proposed  alteration  or  amendment  shall  be  made 
unless  the  same  shall  be  approved  by  a seven-ninths  vote  of  the  entire  board  of 
directors. 


330 


CHARTERS  OF  LIFE  INSURANCE  COMPANIES. 


SECURITY  TRUST  AND  LIFE  INSURANCE  COMPANY. 


An  act  to  incorporate  the  Germantown  Deposit,  Trust  and  Insurance 
Company. 

Articles  of  Incorporation. 

Sec.  i.  Be  it  enacted  by  the  Senate  and  House  of  Representatives 
of  the  Commonwealth  of  Pennsylvania  in  General  Assembly  met,  and 
it  is  hereby  enacted  by  the  authority  of  the  same,  that  Charles  Stokes, 
H.  B.  Bruner,  H.  H.  Houston,  H.  N.  Johnson,  Samuel  Collum  and  all 
persons  who  may  associate  with  them  hereafter  shall  be  and  are  hereby 
constituted  a body  politic  and  corporate  by  the  name  of  the  German- 
town Deposit,  Trust  and  Insurance  Company,  of  Germantown,  city  of 
Philadelphia,  to  be  located  in  said  city  which  shall  have  perpetual  suc- 
cession with  power  and  authority  to  make  contracts  of  insurance  either 
for  life,  fire,  marine,  inland  or  any  other  insurance  for  goods,  wares, 
merchandise  or  any  other  article  or  thing  insurable  and  also  to  take 
and  execute  trusts  of  any  kind,  receive  deposits  of  money  on  interest 
and  do  all  and  every  kind  of  insurance  trust,  etc.,  that  any  company 
now  chartered  may  have  the  right  or  power  to  do  with  any  person  or 
persons  or  any  body  politic  or  corporate  and  to  make  all  kinds  of  in- 
surance trust,  etc.,  as  aforesaid  for  such  premium  and  consideration 
and  under  such  modifications  and  restrictions  as  may  be  agreed  upon 
between  the  contracting  parties. 

Sec.  2.  That  the  capital  stock  of  said  corporation  shall  be  five  hun- 
dred thousand  dollars,  which  shall  be  divided  into  ten  thousand  shares 
of  fifty  dollars  each.  At  the  time  of  subscription  at  least  ten  dollars 
shall  be  paid  on  each  and  every  share,  and  balance  shall  be  paid  in  such 
manner,  time  and  place  as  the  directors  of  said  corporation  shall  de- 
termine. 

Sec.  3.  That  said  corporation  after  complying  with  the  provisions 
of  the  act  to  provide  for  incorporation  of  insurance  companies  ap- 
proved April  2,  1856,  shall  have  power  to  commence  business  under 
their  paid  charter  whenever  fifty  thousand  dollars  of  their  capital  is 
subscribed  for  and  paid  in. 

Sec.  4.  That  said  corporation  shall  have  all  the  rights,  privileges 
and  immunities,  power  and  authority  that  is  now  granted  to  any 
other  insurance  and  trust  company  in  this  State  and  shall  be  subject  to 
all  laws  approved  or  now  in  force  or  hereafter  passed  for  their  regu- 
lation and  control. 


SECURITY  TRUST  AND  LIFE. 


33 1 


Sec.  5.  That  said  corporation  in  declaring  dividends,  all  sums  over 
eight  per  cent,  one  per  cent  of  said  surplus,  shall  be  paid  into  the  State 
treasury  for  the  use  of  the  Commonwealth. 

(Signed)  JAMES  H.  WEBB, 

Speaker  of  the  House  of  Representatives. 
(Signed)  WILLIAM  A.  WALLACE, 
Speaker  of  the  Senate. 

Approved  the  twenty-fifth  day  of  May,  A.  D.  1871. 

(Signed)  JOHN  W.  GEARY. 


Certificate. 

In  the  Court  of  Common  Pleas,  No.  2,  for  the  county  of  Philadelphia. 

In  the  matter  of  Germantown  Deposit,  Trust  and  Insurance  Company 
for  change  of  name  to  “The  Security  Trust  Company.”  December 
term,  1883.  No.  284. 

Be  it  Remembered,  That  on  the  thirteenth  day  of  February,  1884, 
on  motion  of  Joseph  S.  Goodbread,  Esquire,  the  court,  upon  considera- 
tion of  the  petition  and  affidavits,  due  proof  being  thereto  attached  of 
notice  of  this  application  being  given  to  the  Auditor  General  and  of 
publication  of  the  same  in  compliance  with  the  acts  of  assembly,  and 
it  appearing  to  the  court  that  the  change  proposed  is  lawful  and  bene- 
ficial now,  it  is  hereby  ordered,  adjudged  and  decreed  that  the  name, 
style  and  title  to  the  said  “The  Germantown  Deposit,  Trust  and  In- 
surance Company”  shall  be  changed  to  “The  Security  Trust  Company,” 
and  that  upon  filing  with  the  Auditor  General  by  the  parties  in  interest 
of  a copy  of  this  decree  and  the  recording  of  the  said  amendment,  that 
then  and  from  thenceforth  said  corporation  shall  exist  and  be  known 
under  the  name,  style  and  title  of  “The  Security  Trust  Company”  to 
the  same  intent  and  with  the  same  force  and  effect,  rights,  powers, 
privileges  and  immunities  as  if  it  had  been  so  named  and  provided  in 
the  act  of  assembly  originally  incorporating  the  said  corporation. 

In  testimony  whereof,  I have  hereunto  set  my  hand  and  affixed  the 
seal  of  the  said  court  at  Philadelphia,  the  ninth  day  of  November,  1889. 

(Signed)  CHAS.  H.  WHITE, 
Pro  Prothonotary. 

Amendment. 

Amendment  to  charter  and  change  of  name  to  “The  Security  Trust 
and  Life  Insurance  Company.” 

Philadelphia,  August  17,  1896. 

To  His  Excellency,  Daniel  H.  Hastings,  Governor  of  Pennsylvania. 

Sir: — The  Security  Trust  Company,  a corporation  of  the  State  of 
Pennsylvania,  incorporated  under  an  act  of  assembly,  approved  the 


332 


CHARTERS  OF  LIFE  INSURANCE  COMPANIES. 


twenty-fifth  day  of  May,  1871,  hereby  certifies  under  its  common  cor- 
porate seal,  that  at  a meeting  of  the  stockholders  of  the  said  company 
held  pursuant  to  due  and  legal  notice,  mailed  to  each  stockholder  on 
the  fifteenth  day  of  July,  1896,  at  its  offices  in  Philadelphia  on  the 
seventeenth  day  of  August,  A.  D.  1896,  the  following  resolutions  were 
offered : 

Resolved,  That  this  corporation  accepts  the  provisions  of  the  Con- 
stitution of  the  State  adopted  December  16,  1873,  and  the  president 
and  secretary  are  hereby  authorized  and  directed  to  make,  under  the 
seal  of  the  corporation,  and  to  file  in  the  office  of  the  Insurance  Com- 
missioner the  certificate  required  by  law  for  the  purpose  aforesaid. 

Resolved,  That  in  accordance  with  the  provisions  of  the  act  of  first 
of  May,  A.  D.  1876,  entitled  “A  supplement  to  an  act  entitled  ‘An  act 
to  establish  an  Insurance  Department/  approved  the  fourth  day  of 
April,  1873,  etc./’  This  corporation  accepts  the  provision  of  said  act  so 
far  as  not  inconsistent  with  its  said  charter,  for  the  purpose  of  acquir- 
ing all  the  privileges,  immunities  and  franchises  conferred  upon  like 
corporation  by  said  act  of  assembly. 

Resolved,  That  the  name  of  this  corporation  be  changed  from  “The 
Security  Trust  Company”  to  “The  Security  Trust  and  Life  Insurance 
Company.” 

Resolved,  That  the  charter  of  this  corporation  which  reads  as  on  the  • 
preceding  pages  shall  be  amended  so  as  to  read  as  follows : 


Amendment. 

An  act  to  incorporate  the  Germantown  Deposit,  Trust  and  Insurance 
Company  (Amended  to  “The  Security  Trust  and  Life  Insurance 
Company.”) 

Sec.  1.  Be  it  enacted  by  the  Senate  and  House  of  Representatives 
of  the  Commonwealth  of  Pennsylvania  in  General  Assembly  met,  and 
it  is  hereby  enacted  by  the  authority  of  the  same,  that  Charles  Stokes, 
H.  P>.  Bruner,  H.  H.  Houston,  H.  N.  Johnson,  Samuel  Collum,  and  all 
persons  who  may  associate  with  them  hereafter,  shall  be  and  are  hereby 
constituted  a body,  politic  and  corporate,  by  the  name  of  The  German- 
town Deposit,  Trust  and  Insurance  Company  (amended  to  The  Se- 
curity Trust  and  Life  Insurance  Company),  to  be  located  in  the  city  of 
Philadelphia,  which  shall  have  perpetual  succession  with  power  and 
authority  to  make  contracts  for  life  insurance,  to  take  and  execute 
trusts  of  any  kind,  receive  deposits  of  money  on  interest,  and  do  all 
and  every  kind  of  life  insurance,  trust,  etc.,  that  any  company  now 
chartered  may  have  the  right  or  power  to  do  with  any  person  or  per- 
sons or  anv  body,  politic  or  corporate,  and  to  make  all  kinds  of  life 


SECURITY  TRUST  AND  LIFE. 


333 


insurance,  trust,  etc.,  as  aforesaid  for  such  premium  and  consideration 
and  under  such  modifications  and  restrictions  as  may  be  agreed  upon 
between  the  contracting  parties. 

Sec.  2.  That  the  capital  stock  of  said  corporation  shall  be  five  hun- 
dred thousand  dollars,  which  shall  be  divided  into  ten  thousand  shares 
of  fifty  dollars  each ; at  the  time  of  subscription  at  least  ten  dollars  shall 
be  paid  on  each  and  every  share,  and  balance  shall  be  paid  in  such  man- 
ner, time  and  place  as  the  directors  of  said  corporation  shall  determine. 

Sec.  3.  That  said  corporation  after  complying  with  the  provision 
of  the  act  to  provide  for  the  incorporation  of  insurance  companies  ap- 
proved April  2,  1856,  shall  have  power  to  commence  business  under 
their  paid  charter  whenever  fifty  thousand  dollars  of  their  capital  is 
subscribed  for  and  paid  in. 

Sec.  4.  That  said  corporation  shall  have  all  the  rights,  privileges 
and  immunities,  power  and  authority  that  is  now  granted  to  any  other 
life  insurance  and  trust  company  in  this  State,  and  shall  be  subject  to 
all  laws  approved  or  now  in  force  or  hereafter  passed  for  their  regu- 
lation and  control. 

Sec.  5.  That  said  corporation  in  declaring  dividends,  all  sums  over 
eight  per  cent,  one  per  cent  of  said  surplus  shall  be  paid  into  the  State 
treasury  for  the  use  of  the  Commonwealth. 

JAMES  H.  WEBB. 

Speaker  of  the  House  of  Representatives. 
WILLIAM  A.  WALLACE, 
Speaker  of  the  Senate. 

Approved  the  twenty-fifth  day  of  May,  A.  D.  1871. 

JNO.  W.  GEARY. 

Resolved,  That  the  president  and  secretary  be  authorized  and  directed 
to  make,  under  the  seal  of  this  corporation,  the  necessary  certificate 
required  by  the  act  of  assembly  and  file  the  same  in  the  office  of  the 
Insurance  Commissioner  as  required  by  law. 

It  is  further  certified  that  the  whole  number  of  shares  of  the  said 
“The  Security  Trust  Company”  is  seven  thousand  (7000)  with  a par 
value  of  fifty  (50)  dollars  each;  that  of  the  said  election  5090  shares 
were  voted  either  in  person  or  by  proxy ; that  5090  voted  in  favor  of 
the  said  resolution  and  none  voted  against  said  resolution. 

Certified  from  the  minutes,  August  18,  1896. 

CLARE  E.  COOK, 

Secretary. 

ROBERT  E.  PATTISON, 
President. 


(Seal.) 


334 


CHARTERS  OF  LIFE  INSURANCE  COMPANIES. 


Resolution  Calling  a Meeting. 

Office  of  The  Security  Trust  and  Life  Insurance  Company. 

I hereby  certify,  That  the  following  resolution  was  adopted  at  a 
meeting  of  the  board  of  directors  of  this  company,  held  on  the  eleventh 
day  of  June,  1900. 

Resolved,  That  a meeting  of  the  stockholders  shall  be  convened  at 
the  home  office  of  the  company,  to  take  action  on  approval  or  disap- 
proval of  the  proposed  increase  of  the  capital  stock  of  the  said  com- 
pany, from  $350,000  to  $500,000,  or  to  such  an  amount  not  exceeding 
$500,000  as  shall  be  approved  at  such  meeting,  and  that  the  secretary 
be  and  is  hereby  directed  to  give  notice  thereof,  as  required  by  law. 

Attest  : " EDWIN  S.  BARTLETT. 

(Seal.)  Secretary. 


Special  Notices. 

Office  of  The  Security  Trust  and  Life  Insurance  Company. 

Philadelphia,  June  23,  1900. 

The  board  of  directors  of  this  company  has  called  a special  meeting 
of  the  stockholders,  to  be  held  at  the  office  of  the  company,  at  1001 
Chestnut  street,  Philadelphia,  Pa.,  on  Monday,  the  twenty-seventh  day 
of  August,  A.  D.  1900,  at  12  o'clock  M.,  for  the  purpose  of  voting  for 
or  against  an  increase  of  the  capital  stock  from  $350,000  to  the  amount 
authorized  by  its  charter,  viz. : $500,000. 

EDWIN  S.  BARTLETT, 
Secretary. 


Judge’s  Certificate. 

We,  the  undersigned  judges,  appointed  by  the  directors  of  the  Se- 
curity Trust  and  Life  Insurance  Company  to  conduct  an  election  by 
the  stockholders  for  or  against  an  increase  of  the  capital  stock  of  the 
said  company,  from  $350,000  to  $500,000,  do  hereby  certify,  that  after 
being  duly  sworn  we. held  the  said  election,  at  the  home  office  of  the 
said  company  in  Philadelphia  on  the  twenty-seventh  day  of  August,  A. 
D.  1900,  the  time  and  place  fixed  for  holding  the  same,  of  which  sixty 
days’  previous  notice,  by  publication,  was  duly  given,  and  in  due  form 
and  manner  we  received  the  votes  of  the  stockholders  of  the  said  com- 
pany in  favor  of  or  against  such  increase. 

And  at  the  said  election  there  were  voted  in  favor  of  said  increase 
six  thousand  and  one  shares,  and  against  said  increase  none  shares,  and 
we  do  therefore  certify,  declare  and  return  that  the  persons  or  bodies 


SECURITY  TRUST  AXD  LIFE. 


335 


corporate  holding  the  larger  amount  of  the  capital  stock  of  the  said 
The  Security  Trust  and  Life  Insurance  Company  have  consented  to 
such  increase. 

ROBT.  O.  STEWART, 
BRUCE  PRICE, 

A.  BEITNEY. 

Filed  in  the  office  of  the  Secretary  of  the  Commonwealth  on  the 
tenth  day  of  October,  A.  D.  1900. 

LEWIS  E.  BEITLER, 
Deputy  Secretary  of  the  Commonwealth. 

The  Security  Trust  and  Life  Insurance  Company. 

St.  James  Building, 

New  York,  September  26,  1900. 

To  the  Honorable,  The  Secretary  of  the  Commonwealth,  Harrisburg, 
Pa. 

My  Dear  Sir  : — This  is  to  certify  that,  by  virtue  of  the  consent  of  ^ 
the  stockholders  of  the  Security  Trust  and  Life  Insurance  Company, 
authorizing  an  increase  in  the  capital  stock  thereof,  from  $350,000  to 
$500,000,  given  at  an  election  duly  held  for  that  purpose  on  the  twenty- 
seventh  day  of  August,  1900,  the  capital  stock  of  said  company  has  been 
increased  from  $350,000  to  $500,000. 

EDWIN  S.  BARTLETT, 
Treasurer. 


EXTRACTS  FROM  THE  BY-LAWS. 

(Adopted  November  18,  1899.) 

Article  i.  Sec.  i.  Date  of  Annual  Meeting. — The  annual  meeting  of  the 
stockholders  shall  be  held  at  the  office  of  the  company  on  the  third  Tuesday 
of  January,  at  12  o’clock,  noon. 

Quorum.  At  all  meetings  (annual  or  special)  the  stockholders  present  shall 
constitute  a quorum. 

Sec.  2.  Notice  to  Stockholders. — Written  or  printed  notice  of  such  meeting 
shall  be  mailed  to  the  last  recorded  address  of  each  stockholder,  as  furnished 
to  the  secretary,  at  least  ten  days  before  each  meeting. 

Sec.  3.  When  Entitled  to  Vote. — No  stockholder  shall  be  entitled  to  vote 
unless  the  share  or  shares  shall  have  been  standing  in  his  or  her  name  on  the 
books  of  the  company  for  thirty  days  previous  to  said  election. 

Sec.  4.  Process. — Stockholders  may  vote  by  proxy,  if  said  proxy  be  executed 
not  more  than  twenty  days  previous  to  the  meeting  at  which  they  are  to  be 
used. 

Sec.  7.  Candidate  for  Director. — No  one  shall  be  considered  as  a candi- 
date for  the  office  of  director,  nor  shall  any  votes  be  received  or  counted  for 


336 


CHARTERS  OF  LIFE  INSURANCE  COMPANIES. 


any  one,  unless  written  notice  of  his  nomination  or  candidacy  shall  have  been 
filed  with  the  secretary  of  the  company,  for  the  information  of  the  stockhold- 
ers, not  less  than  thirty  days  prior  to  the  annual  election:  but  members  of  the 
then  existing  board  may  be  voted  for  without  such  notice. 

Sec.  8.  At  all  elections  for  directors,  the  votes  of  the  stockholders  shall  be 
by  ballot,  each  share  of  stock  having  one  vote. 

Sec.  9.  Special  Meetings. — Special  meetings  of  the  stockholders  may  be 
called  by  the  board  of  directors.  Written  or  printed  notice,  stating  the  busi- 
ness to  be  transacted  shall  be  mailed  to  the  last  recorded  address  of  each  stock- 
holder. as  furnished  to  the  secretary,  at  least  six  days  before  each  meeting. 

Article  2.  Sec.  i.  Fifteen  Directors. — The  affairs  of  the  company  shall  be 
managed  by  fifteen  directors,  stockholders  of  the  company. 

Sec.  2.  Directors  to  Elect  Officers. — The  directors  shall,  at  the  first  stated 
meeting  after  the  annual  meeting  of  the  stockholders,  elect  one  of  their  num- 
ber to  be  president,  and  one  or  more  of  their  number  to  be  vice-presidents. 
They  shall  also  elect  a solicitor,  a secretary,  a treasurer,  a medical  director  and 
such  other  officers  as  may  be  from  time  to  time  required  for  the  prompt  and 
orderly  transaction  of  its  business.  The  duties  of  all  officers  not  otherwise 
herein  expressed,  shall  be  prescribed  by  the  board:  or  by  the  president,  when 
authorized  by  the  board:  but  no  officer,  except  the  president,  vice-presidents 
or  solicitor  shall  be  a member  of  the  board. 

Sec.  3.  In  case  of  a vacancy  in  any  of  the  offices  herein  named,  the  presi- 
dent shall  have  power  to  fill  such  vacancy  until  the  next  meeting  of  the  board. 

Sec.  4.  Vacancies  Filled  by  Board. — In  case  of  the  death  or  resignation  of 
a director,  or  his  ceasing  to  be  a stockholder  of  the  company,  the  vacancy 
occasioned  thereby  shall  be  filled  by  the  remaining  directors. 

Sec.  5.  Yeas  and  Nays. — The  yeas  and  nays  on  any  question  shall  be  called 
and  recorded  at  the  request  of  any  two  members  present  at  a meeting. 

Sec.  6.  Expulsion  of  Directors. — Any  member  of  the  board  of  directors 
on  motion,  may  be  expelled  for  any  cause,  adjudged  sufficient,  after  an  oppor- 
tunity of  being  heard,  by  the  affirmative  vote  of  twelve  directors:  provided, 
however,  such  vote  is  not  taken  at  the  meeting  at  which  such  motion  is  made. 
The  motion  must  lie  over  for  action  until  the  next  stated  meeting  of  the  board, 
at  least  six  days,  prior  notice  of  which  must  be  sent  by  the  secretary  in  writing, 
to  each  director,  and  to  the  person  accused,  stating  the  name  of  the  person 
proposed  to  be  expelled,  and  announcing  the  fact  that  the  hearing  will  take 
place  at  such  a meeting  and  a vote  taken  thereon. 

Sec.  7.  Stated  Meetings. — Stated  meetings  of  the  board  shall  be  held  on 
the  second  Tuesday  of  January,  April.  July  and  October  of  each  year  and  at 
such  time  as  may  be  fixed  by  the  board. 

Sec.  8.  Special  meetings  of  the  board  may  be  called  at  any  time  by  the 
president,  and  shall  be  called  by  the  president  on  the  written  request  of  at 
least  five  directors.  The  notices  of  such  special  meeting  shall  state  the  busi- 
ness to  be  acted  upon. 

Article  3.  Sec.  i.  Standing  Committees. — The  president,  with  the  ap- 
proval of  the  board  of  directors,  shall,  at  the  first  stated  meeting  after  the  an- 
nual election,  appoint  standing  committees  of  four  members  each,  as  follows: 

Sec.  2.  Executive  Committee. — An  executive  committee  consisting  of  three 
members  of  the  board,  said  committee  to  have  general  control  of  the  affairs 
of  the  company,  under  the  direction  of  the  board:  they  shall  have  special  con- 


SECURITY  TRUST  AND  LIFE. 


337 


trol  of  all  investment  of  the  funds  of  the  company,  examine  accounts,  deposit 
the  funds  in  such  bank  or  banks  as  may  be  designated  by  the  directors,  and 
shall  exercise  a general  supervision  over  all  the  affairs  of  the  company  and 
make  a report  of  all  their  transactions  in  writing  to  each  stated  meeting  of  the 
board. 

Sec.  3.  Committee  on  Insurance. — A committee  on  insurance  to  decide 
upon  the  rates  of  premiums  and  sums  to  be  insured,  the  forms  of  all  policy 
contracts,  applications,  examinations  and  other  forms  appertaining  thereto, 
subject  to  the  approval  of  the  board.  They  shall  have  charge  of  all  insurances 
to  be  made  by  the  company,  and  in  all  cases  of  doubt,  expediency  or  emergency 
relative  thereto,  where  objection  has  been  raised,  this  committee  shall  be  con- 
sulted, and  they  shall  decide  the  course  of  action  to  be  pursued.  They  shall 
also  decide  upon  the  appointment  of  agents  for  the  company,  prescribing  the 
localities  in  which  business  may  be  transacted.  They  shall  have  power  to  visit 
and  inspect,  from  time  to  time,  the  established  agencies  of  the  company,  re- 
port as  to  the  condition  thereof,  and  determine  the  desirability  of  extending 
the  company’s  insurance  business;  all  contracts  with  general  or  special  agents 
or  solicitors,  and  any  extra  or  other  allowance  relating  thereto,  as  well  as  all 
bills  for  traveling  and  other  expenses,  incident  to  the  agency  business  of  the 
company,  shall  be  subject  to  the  approval  of  this  committee.  The  committee 
shall  examine  and  decide  upon  all  claims  against  the  company  in  the  insurance 
department,  and  determine  upon  the  payment  or  compromise  thereof,  and  have 
authority  to  employ  counsel.  They  shall  also  have  in  charge  all  matters  per- 
taining to  the  medical  business  of  the  company. 

Article  5.  Sec.  i.  Acknowledgments  and  Satisfaction  of  Mortgages. — 
The  president,  and  a vice-president  and  secretary,  or  any  two  of  them,  of  the 
Security  Trust  and  Life  Insurance  Company,  are  hereby  authorized  to  execute 
under  the  corporate  seal  of  the  company,  and  to  acknowledge  as  its  act  and 
deed,  good  and  sufficient  releases  or  covenants  of  exoneration  of  any  property 
covered  by  mortgage  or  liens  owned  by  this  company,  the  release  of  which 
has  been  or  may  be  authorized  by  the  board  of  directors  or  committee  on 
finance;  and  also  to  appear  in  the  office  of  the  recorder  of  deeds  or  other  office 
or  court  of  record,  of  the  city  of  Philadelphia,  or  of  any  other  of  the  counties 
of  the  State  of  Pennsylvania,  or  elsewhere,  and  acknowledge  and  enter  satis- 
faction on  the  margin  of  the  record  of  any  mortgage,  judgment,  or  other  lien 
made,  or  assigned  to,  and  held  by  the  said  company,  either  in  its  own  right, 
or  as  trustee,  or  in  any  other  capacity,  in  full  discharge  of  the  debt  and  interest 
represented  by  said  mortgage,  judgment  or  lien,  upon  payment  of  the  same; 
and  also  to  appoint  as  may  be  necessary  and  convenient,  a substitute  deputy 
or  attorney  for  these  purposes,  in  special  cases,  and  to  use  the  corporate  seal 
of  the  said  company,  duly  attested,  as  evidence  of  such  appointment;  and  the 
president  or  a vice-president,  and  the  secretary  of  the  company,  are  hereby 
empowered  to  execute  under  the  corporate  seal  of  the  company,  and  to  ac- 
knowledge as  its  act  and  deed  good  and  sufficient  conveyance  to  the  purchaser 
of  any  of  the  company’s  real  estate  (except  that  held  for  its  own  office  pur- 
poses) sale  of  which  has  been  or  may  be  authorized  by  the  aforesaid  board  or 
committee. 

Article  6.  Sec.  i.  Stock  Certificates. — All  certificates  of  stock  shall  be 
signed  by  the  president,  countersigned  by  the  secretary,  and  authenticated  by 
the  seal  of  the  company,  and  shall  be  registered  as  directed  by  the  board  of 
directors 


338 


CHARTERS  OF  LIFE  INSURANCE  COMPANIES. 


Sec.  2.  Transferring  Stock. — Transfers  of  stock  shall  be  made  only  on  the 
books  of  the  company,  either  by  the  holder  in  person  or  by  his  duly  authorized 
attorney.  Satisfactory  evidence  of  such  authority  shall  be  produced  by  the 
company  and  left  with  it,  if  required.  The  transfer  books  shall  be  closed  thirty 
days  before  the  annual  meeting. 

Sec.  3.  Transfers  by  Executors,  Etc. — In  case  of  transfers  by  executors, 
administrators,  guardians,  or  other  legal  representatives,  duly  authenticated, 
evidence  of  their  authority  shall  be  produced  tO'  the  company.  The  company 
may  require  them  to  be  deposited  to  remain  with  it  during  its  pleasure. 

Sec.  4.  Certificates  to  be  Cancelled. — Upon  the  transfer  and  surrender  of 
any  certificate  of  stock  it  shall  be  immediately  cancelled  and  pasted  on  the 
margin  of  the  certificate  book  from  which  it  was  originally  taken. 

Sec.  5.  Lost  Certificates. — Any  person  or  corporation  claiming  a certificate 
of  stock  of  this  company  to  be  issued  in  lieu  of  one  lost  or  destroyed,  shall 
make  an  affidavit  or  affirmation  of  the  fact,  and  therein  state  the  circumstances 
of  the  loss  or  destruction,  and  advertise  the  same  in  two  daily  newspapers  in 
Philadelphia,  twice  a week  for  two  weeks,  describing  the  certificate,  and  shall 
transmit  to  the  office  of  the  company  the  affidavit  or  affirmation  with  adver- 
tisement, and  give  to  the  company  a satisfactory  bond  of  indemnity,  with  one 
or  more  sureties  in  a sum  to  be  fixed  by  the  board  of  directors  to  secure  the 
company  against  and  damage  or  loss  that  may  arise  from  issuing  the  new 
certificate;  also  a similar  affidavit  or  affirmation  with  advertisement  and  bond 
to  file  with  the  registrar  of  stock;  whereupon  two  months  after  the  last  adver- 
tisement as  aforesaid,  a new  certificate  may  be  issued,  and  said  new  certificate 
shall  bear  upon  its  face  that  it  is  issued  in  lieu  of  the  certificate  lost  or  mislaid. 

Article  7.  Sec.  i.  Amendments. — No  alteration  or  amendment  shall  be 
made  in  these  by-laws,  unless  presented  in  writing  at  a stated  meeting  of  the 
board,  and  considered  and  finally  adopted  at  a subsequent  stated  meeting  by 
the  affirmative  vote  of  the  majority  of  directors  present. 

Any  by-laws  may  be  suspended  by  the  affirmative  vote  of  the  majority  of 
directors  present. 


STATE  LIFE  INSURANCE  COMPANY  OF  INDIANAPOLIS. 


339 


STATE  LIFE  INSURANCE  COMPANY  OF  INDIANAPOLIS, 

INDIANA. 


The  above  named  company  was  incorporated  in  1894,  and  com- 
menced business  that  year.  In  February,  1899,  it  was  reincorporated 
under  the  laws  passed  by  the  legislature  of  that  year.  This  law  pro- 
vides that  all  stock  life  insurance  companies  organized  in  the  State 
must  have  a capital  of  at  least  $100,000,  and  maintain  a legal  reserve, 
policies  being  valued  according  to  the  American  Experience  Table  and 
four  per  cent  interest.  No  special  charters  are  issued  to  Indiana  life 
companies,  but  compliance  with  the  law  is  exacted.  The  full  text  of 
the  law  will  be  found  on  pages  393-399,  herewith. 


340 


CHARTERS  OF  LIFE  INSURANCE  COMPANIES. 


STATE  MUTUAL  LIFE  ASSURANCE  COMPANY. 


Commonwealth  of  Massachusetts  in  the  year  one  thousand  eight  hun- 
dred and  forty-four.  An  act  to  incorporate  the  State  Mutual  Life 
Assurance  Company  of  Worcester.  Be  it  enacted  by  the  Senate 
and  House  of  Representatives  in  general  court  assembled,  and 
by  the  authority  of  the  same,  as  follows : 

Sec.  i.  [Names  of  Incorporators.] — John  Davis,  Benjamin  Balch 
and  Clarendon  Harris,  their  associates  and  successors,  are  hereby  made 
a corporation  by  the  name  of  the  “State  Mutual  Life  Assurance  Com- 
pany” of  Worcester,  for  the  purpose  of  making  assurances  on  single 
lives,  joint  lives  and  survivorships,  and  for  making  reversionary  pay- 
ments, on  the  principle  of  mutual  contribution,  and  mutual  participa- 
tion in  the  surplus  funds  or  otherwise,  with  all  the  powers  and  priv- 
ileges, and  subject  to  all  the  duties  and  liabilities  contained  in  the 
thirty-seventh  and  forty-fourth  chapters  of  the  revised  statutes,  so  far 
as  the  same  may  be  applicable  to  this  corporation. 

Sec.  2.  [ Subscriptions  to  Guarantee  Capital. ] — When  one  hundred 
and  fifty  persons  have  subscribed  to  become  members  of  the  said  com- 
pany by  being  assured  for  one  or  more  years,  or  for  the  whole  term  of 
life,  the  first  meeting  may  be  called  for  the  purpose  of  organizing  the 
corporation,  but  only  one-half  of  the  whole  number  of  directors,  shall 
then  be  chosen.  Immediately  after  such  organization,  books  shall  be 
opened  for  the  subscription  of  a guarantee  capital  of  one  hundred  thou- 
sand dollars,  to  be  divided  into  shares  by  the  corporation  thus  organ- 
ized, half  of  which  shall  be  paid  in  cash,  or  secured  as  hereinafter  pro- 
vided for  its  investment.  Before  the  said  corporation  shall  go  into 
operation  for  the  purpose  of  making  assurances,  the  other  half  of  said 
stock  may  be  called  for  by  the  directors  so  elected  from  time  to  time, 
when  they  deem  it  necessary  or  expedient,  and  shall  be  paid  in  by  the 
holders  of  the  stock,  which  shall  always  stand  pledged  to  the  corpora- 
tion for  all  such  assessments,  so  called  for,  and  said  stock  shall  be 
entitled  to  an  annual  dividend,  not  exceeding  seven  per  centum  on 
the  amount  paid  in. 

Sec.  3.  [The  First  Board  of  Directors.] — As  soon  as  such  amount 
of  stock  shall  be  so  subscribed  and  paid  in  as  aforesaid  or  made  se- 
cure, a meeting  shall  be  called  of  the  said  stockholders,  and  they  shall 
elect  from  their  own  number  the  remaining  half  of  the  first  board  of 


STATE  MUTUAL  LIFE. 


341 


directors ; and  at  every  future  election  of  directors,  until  the  guarantee 
stock  shall  be  redeemed,  one-half  the  number  shall  be  elected  from  the 
assured  and  the  other  half  from  the  stockholders,  all  to  be  chosen 
jointly. 

Sec.  4.  [How  Funds  may  be  Invested.] — The  funds  of  the  said 
company  shall  be  invested  in  the  stocks  of  the  United  States,  of  the 
State  of  Massachusetts,  of  the  city  of  Boston,  and  in  notes  secured  by 
bond  and  mortgage  of  unincumbered  real  estate  in  Massachusetts, 
worth  three  times  the  amount  loaned  thereon.  The  said  company  may 
hold  real  estate  to  an  amount  not  exceeding  ten  thousand  dollars,  for 
the  purpose  of  securing  suitable  offices  for  the  institution. 

Sec.  5.  [Dividends  to  Policyholders.] — At  the  expiration  of  every 
three  years,  after  the  expiration  of  the  first  year,  there  shall  be  a gen- 
eral investigation  of  the  affairs  of  the  company  for  the  past  three  years, 
with  an  estimate  of  the  surplus  funds  which  may  remain  after  pro- 
viding for  all  risks,  losses  and  incidental  expenses.  If  it  shall  appear 
after  the  investigation,  that  there  is  a surplus  fund  more  than  equiva- 
lent to  the  amount  of  debts  and  claims  against  the  funds,  one-third  of 
the  estimated  surplus  funds  and  receipts  shall  be  set  aside  with  its  ac- 
cumulations as  a reserved  fund  to  be  applied  to  the  redemption  of  the 
guarantee  stock ; and  whenever  after  the  expiration  of  ten  years  from 
the  time  of  organizing  the  corporation,  the  amount  of  such  reserved 
funds  shall  be  sufficient  for  the  purpose,  and  the  assured  shall  vote  to 
redeem  the  said  guarantee  stock,  the  same  shall  be  redeemed.  The 
remaining  two-thirds  of  the  estimated  surplus  fund  shall  be  equitably 
divided  among  the  existing  policies  for  one  or  more  years,  or  for  the 
whole  term  of  life  in  proportion  to  the  respective  amounts  of  premium 
each  has  paid  either  by  single  contribution  or  by  uniform  annual  con- 
tributions, and  allocated  to  the  original  sum  insured  as  a bonus  or  re- 
versionary addition,  payable  when  the  policy  emerges  and  becomes  a 
claim. 

Sec.  6.  [Balance  Statement  to  be  Made.] — Within  thirty  days  after 
the  expiration  of  four  years  from  the  time  of  organizing  the  company 
and  within  thirty  days  after  the  expiration  of  every  subsequent  three 
years,  the  company  shall  cause  to  be  made  a general  balance  statement 
of  the  affairs  of  the  said  company,  which  shall  be  entered  in  a book, 
prepared  for  such  purpose.  Such  statement  shall  contain : First,  the 
amount  of  contributions  received  during  the  said  period,  and  the  amount 
of  interest  received  from  investments  and  loans.  Second,  the  amount 
of  expenses  of  the  said  company  during  the  same  period.  Third,  the 
amount  of  losses  incurred  during  the  same  period.  Fourth,  the  balance 
remaining  with  the  said  company.  Fifth,  the  nature  of  the  security  in 


342 


CHARTERS  OF  LIFE  INSURANCE  COMPANIES. 


which  the  said  balance  is  invested  or  loaned  and  the  amount  of  cash 
on  hand,  and  the  aggregate  amount  of  the  sums  assured  in  the  existing 
policies.  Sixth,  the  president  or  vice-president  of  the  company  shall 
within  thirty  days  after  the  balance  statement  is  made  up,  transmit  a 
copy  thereof,  signed  and  sworn  to  by  the  president  and  vice-president 
and  a majority  of  the  directors,  and  also  by  the  auditor,  actuary  or 
secretary,  to  the  secretary  of  the  Commonwealth  to  be  by  him  laid 
before  the  legislature. 

Sec.  7.  [Payment  to  Massachusetts  General  Hospital.] — The  said 
corporation  shall,  on  the  third  Monday  of  January  every  year,  pay  over 
to  the  trustees  of  the  Massachusetts  General  Hospital,  one-third  of  the 
net  profits,  if  any,  which  shall  have  arisen  from  insurance  on  lives  made 
during  the  preceding  year. 

Sec.  8.  [When  Payment  to  Hospital  may  Cease.] — So  long  as  this 
corporation  shall  well  and  truly  pay  to  the  General  Hospital  the  afore- 
said share  of  profit,  it  shall  not  be  lawful  for  any  persons  or  corpora- 
tion within  the  Commonwealth,  to  make  insurance  on  lives  upon  land, 
unless  empowered  so  to  do,  by  any  future  legislature  of  this  Common- 
wealth. And  whenever  any  person  or  corporation  shall  hereafter  be 
thus  empowered,  the  obligation  of  this  corporation  to  pay  the  trustees 
of  the  General  Hospital  for  the  use  of  said  hospital  the  third  part  of 
the  net  profits,  which  may  thereafter  arise  on  insurance  on  lives,  shall 
cease,  unless  the  same  obligation  shall  be  imposed  upon  such  persons  or 
corporation  thus  hereafter  empowered. 

House  of  Representatives,  March  16,  1844.  Passed  to  be  enacted. 

SAM.  H.  W ALLEY,  JR., 
Speaker. 

In  Senate,  March  16,  1844.  Passed  to  be  enacted. 

JOSIAH  QUINCY,  JR. 

President. 

Approved  March  16,  1844. 

GEO.  N.  BRIGGS. 


[Amendment  of  1846.] 

Commonwealth  of  Massachusetts.  In  the  year  one  thousand  eight 
hundred  and  forty-six.  An  act  in  addition  to  “An  act  to  incorpo- 
rate the  State  Mutual  Life  Assurance  Company”  of  Worcester. 
Be  it  enacted  by  the  Senate  and  House  of  Representatives  in  gen- 
eral court  assembled  and  by  the  authority  of  the  same,  as  follows : 
[May  Make  Loans  Like  Savings  Banks.] — The  State  Mutual  Life 
Assurance  Company  of  Worcester  may  invest  their  funds  in  such  pur- 


STATE  MUTUAL  LIFE. 


343 


chases  and  loans  as  are  permitted  to  savings  banks  in  the  seventy- 
eighth  and  seventy-ninth  sections  of  the  thirty-sixth  chapter  of  the  re- 
vised statutes  and  in  the  forty-fourth  chapter  of  the  acts  of  the  year 
eighteen  hundred  and  forty-one. 

House  of  Representatives,  March  19,  1846.  Passed  to  be  enacted. 

SAM.  H.  WALLEY,  JR., 

Speaker. 

In  Senate,  March  20,  1846.  Passed  to  be  enacted. 

W.  B.  CALHOUN, 
President. 

Approved  March  20,  1846. 

GEO.  N.  BRIGGS, 


[Amendment  of  1866.] 

Commonwealth  of  Massachusetts  in  the  year  one  thousand  eight  hun- 
dred and  sixty-six.  An  act  to  authorize  the  State  Mutual  Life 
Assurance  Company  of  Worcester  to  purchase  and  hold  real  estate. 
Be  it  enacted  by  the  Senate  and  House  of  Representatives  in  gen- 
eral court  assembled,  and  by  the  authority  of  the  same  as  follows : 

Sec.  1.  [May  Purchase  Real  Estate  in  Worcester.] — The  State 
Mutual  Life  Assurance  Company  in  the  city  of  Worcester  is  hereby 
authorized  to  purchase  and  hold  real  estate  in  said  city,  to  an  amount 
not  exceeding  fifty  thousand  dollars ; provided,  that  no  part  of  said 
amount  shall  be  invested  in  real  estate,  except  in  the  purchase  of  a 
suitable  site,  and  the  erection  or  preparation  of  suitable  buildings,  to 
be  used,  wholly  or  in  part,  for  the  purposes  of  said  company;  and  all 
income,  if  any,  arising  from  such  real  estate  shall  be  devoted  exclusively 
to  the  interests  of  said  company. 

Sec.  2.  This  act  shall  take  effect  upon  its  passage. 

House  of  Representatives,  February  10,  1866.  Passed  to  be  enacted. 

JAMES  M.  STONE, 
Speaker. 

In  Senate,  February  14,  1866.  Passed  to  be  enacted. 

JOSEPH  A.  POND, 

President. 

Approved  February  15,  1866. 

ALEX.  H.  BULLOCK. 


[Amendment  of  1884.] 

Commonwealth  of  Massachusetts,  in  the  year  one  thousand  eight  hun- 
dred and  eighty-four.  An  act  to  authorize  the  State  Mutual  Life 


344 


CHARTERS  OF  LIFE  INSURANCE  COMPANIES. 


Assurance  Company  of  W orcester,  to  purchase  and  hold  additional 
real  estate.  Be  it  enacted  by  the  Senate  and  House  of  Representa- 
tives in  general  court  assembled,  and  by  the  authority  of  the  same, 
as  follows : 

Sec.  i.  [Authorised  to  Purchase  Real  Estate.] — The  State  Mutual 
Life  Assurance  Company  of  Worcester,  incorporated  under  chapter 
177  of  the  acts  of  the  year  1844,  is  authorized  to  purchase  and  hold 
real  estate  to  an  amount  not  exceeding  two  hundred  thousand  dollars, 
subject,  however,  to  the  provisions  of  chapter  25  of  the  acts  of  the 
year  1866. 

Sec.  2.  This  act  shall  take  effect  upon  its  passage. 

House  of  Representatives,  February  5,  1884.  Passed  to  be  enacted. 

GEO.  A.  MARDEN, 
Speaker. 

In  Senate,  February  8,  1884.  Passed  to  be  enacted. 

GEO.  A.  BRUCE, 

President. 


Approved  March  1.  1884. 


GEO.  D.  ROBINSON. 


EXTRACTS  FROM  THE  BY-LAWS. 

In  force  July  1,  1896,  being  the  code  adopted  January  2,  1884,  as  subsequently 
amended. 

1.  Membership. — Each  recorded  policyholder  shall  be  a member  of  the  com- 
pany while  his  policy  is  in  force. 

2.  Each  member  shall  enjoy  the  privileges  secured  to  him  by  the  charter  and 
these  by-laws,  and  shall  be  liable  for  the  losses  and  expenses  of  the  company. 

1.  Organization. — There  shall  be  a board  of  sixteen  directors  elected  by  bal- 
lot at  the  present  annual  meeting  and  six  directors  shall  constitute  a quorum 
for  business.  No  person  shall  be  a director  unless  he  is  insured  in  this  com- 
pany to  the  amount  of  $1000. 

2.  At  one  of  their  regular  meetings,  the  directors  shall  divide  themselves  by 
lot  into  four  classes  of  four  each.  The  term  of  the  first  class  shall  expire  at 
the  end  of  one  year;  the  term  of  the  second  class  shall  expire  at  the  end  of  the 
second  year;  the  term  of  the  third  class  at  the  end  of  the  third  year;  and  the 
term  of  the  fourth  class  at  the  end  of  the  fourth  year.  At  each  succeeding 
annual  election  four  directors  shall  be  elected  to  hold  office  for  the  term  of 
four  years  and  to  take  the  place  of  those  directors  whose  term  of  office  expires 
then,  unless  the  whole  number  of  directors  has  been  changed  by  a vote  of  the 
policyholders;  in  which  case,  one-fourth  of  the  whole  number  of  directors  pre- 
scribed by  such  vote  shall  be  elected  annually  until  the  whole  number  shall 
conform  to  such  vote;  provided,  however,  there  should  be  a failure  to  elect 
directors  at  the  annual  election,  those  directors  whose  term  of  office  was  about 
to  expire  shall  hold  over  until  there  shall  be  an  election  of  directors  to  succeed 
them. 

3.  The  officers  shall  be  a president,  a vice-president,  a financial  committee  of 


STATE  MUTUAL  LIFE. 


345 


■seven  (including  the  president),  a secretary,  a treasurer,  solicitor,  two  consult- 
ing physicians  and  an  actuary. 

4.  These  officers  shall  be  chosen  by  the  directors  from  their  own  number. 
The  secretary  may  be  chosen  from  the  board  or  not,  as  the  directors  deem  best. 

1.  Powers  and  Duties  of  Directors. — They  shall  choose,  in  addition  to  the 
officers  before  mentioned,  three  auditors,  who  shall  be  members  of  the  com- 
pany, but  not  of  the  board  of  directors. 

2.  They  shall  hold  regular  meetings  at  the  office  of  the  company  as  often  as 
-once  in  each  month  on  such  days  as  they  may  choose. 

3.  They  shall  determine  the  compensation  of  all  officers,  shall  prescribe  the 
forms  of  applications  and  of  policies,  shall  establish  the  rates  of  cash  pre- 
miums, and  shall  provide  for  the  safe  keeping  of  the  bonds  of  officers  and  agents 
and  shall  require,  when  they  deem  it  expedient,  additional  or  better  security. 

4.  They  may  appoint  and  remove  for  cause  the  secretary,  treasurer  and  all 
subordinate  officers. 

5.  The  board  may  be  divided  into  committees  who  shall  have  authority  to 
transact  all  ordinary  business  that  properly  comes  before  them. 

6.  The  board  shall  have  the  power  to  fill  any  vacancy  that  may  occur  during 
any  year  by  the  death  or  resignation  of  a director.  The  choice  shall  be  by 
ballot  and  may  be  had  at  any  regular  meeting  of  the  board  after  that  at  which 
said  vacancy  is  announced. 

7.  They  may  adopt,  generally,  such  means  for  the  management  of  the  busi- 
ness of  the  company,  and  make  such  regulations  for  their  own  government, 
not  inconsistent  with  these  by-laws,  as  they  deem  expedient. 

8.  At  each  annual  meeting  of  the  company  they  shall  make  in  detail  a full 
report  of  the  affairs  and  business  of  the  company. 

1.  The  Financial  Committee. — The  president  and  six  members  of  the  board 
of  directors,  duly  elected,  shall  constitute  the  financial  committee. 

2.  This  committee  shall  invest  the  funds  of  the  company,  and  may  in  its  dis- 
cretion collect  or  sell  any  securities  on  hand  and  reinvest  the  proceeds  thereof. 

3.  Regular  meetings  of  this  committee  shall  be  held  as  often  as  twice  in  each 
month. 

1.  Policyholders. — If  any  person  procuring  a policy  shall  fail  to  pay  the  pre- 
mium at  the  times  appointed,  or  shall  otherwise  fail  to  comply  with  the  terms 
of  the  contract,  such  policy  shall  thereafter  be  void,  and  all  payments  made 
shall  be  forfeited  to  the  company,  except  as  provided  in  the  186th  Chapter  of 
the  Acts  of  1861,  and  in  the  119th  Chapter  of  the  Public  Statutes  of  Massachu- 
setts, and  in  the  Massachusetts  insurance  act  of  1887,  and  in  the  Massachusetts 
insurance  act  of  1894,  and  in  Chapter  118  of  the  Revised  Laws  of  Massachusetts 
and  all  acts  in  amendment  thereto. 

1.  Meetings  of  the  Company. — The  annual  meeting  shall  be  held  on  the  third 
Tuesday  in  January  in  each  year,  at  10  o’clock  a.  m. 

2.  All  meetings  shall  be  held  at  the  office  in  Worcester. 

1.  Notification  of  Meetings. — Nothing  shall  be  acted  on  at  any  meeting  un- 
less substantially  contained  in  the  notice. 

2.  The  secretary  shall  notify  the  annual  meetings  by  publishing  in  some  news- 
paper, in  Worcester,  an  advertisement  thereof,  once  or  more,  fourteen  days  at 
least  before  the  day  of  assembling. 

3.  Special  meetings  shall  be  called  by  the  secretary  when  thereto  requested  by 
the  president,  by  a majority  of  the  directors,  or  by  one  hundred  insured  mem- 


346 


CHARTERS  OF  LIFE  INSURANCE  COMPANIES. 


bers  provided  such  request  be  in  writing  and  set  forth  the  cause  of  such  call.. 
Notice  of  such  meeting  shall  be  published  in  the  same  manner  as  for  annual 
meetings. 

1.  Voting. — All  officers  shall  be  chosen  by  ballot. 

2.  Each  insured  member  shall  be  entitled  to  one  vote  and  one  vote  for  every 
five  thousand  dollars  insurance  additional  to  five  thousand  dollars,  provided 
that  no  member  shall  be  entitled  to  more  than  six  votes. 

3.  Members  may  vo-te  by  proxies  dated  and  executed  within  three  months 
and  returned  and  recorded  on  the  books  of  the  company  seven  days  or  more 
before  the  meeting  at  which  they  are  to  be  used;  but  no  person  shall  be  allowed 
as  proxy  or  otherwise  to  cast  more  than  twenty  votes,  and  no  officer  shall  him- 
self, or  by  another  ask  for,  receive,  procure  to  be  obtained,  or  use  a proxy 
vote. 

Amendments  and  Alterations. — These  by-laws  may  be  amended,  altered,  or 
repealed  by  two-thirds  of  the  votes  cast  at  any  annual  meeting  of  the  com- 
pany provided  that  proper  notice  thereof  is  given  in  the  call  for  such  meeting . 


TRAVELERS  INSURANCE  COMPANY. 


347 


THE  TRAVELERS  INSURANCE  COMPANY. 


At  a General  Assembly  of  the  State  of  Connecticut,  holden  at  Hart- 
ford, in  said  State,  on  the  first  Wednesday  of  May,  in  the  year  of 
our  Lord  one  thousand  eight  hundred  and  sixty-three ; Incorpo- 
rating the  Travelers  Insurance  Company,  upon  the  petition  of 
James  G.  Batterson  and  other  citizens  of  Hartford,  praying  for  a 
charter  of  a passenger  insurance  company.  Resolved  by  this 
assembly : 

Sec.  i.  [Names  of  Incorporators.] — That  the  petitioners,  to  wit: 
James  G.  Batterson,  John  L.  Bunce,  Gustavus  F.  Davis,  George  Sex- 
ton, William  L.  Collins,  Elijah  H.  Owen,  James  L.  Howard,  Charles 
F.  Howard,  Alfred  E.  Burr,  Henry  Keney,  William  H.  D.  Callender, 
George  S.  Gilman,  and  all  others  who  may  become  associated  with 
them  as  stockholders,  as  is  hereinafter  provided,  their  successors  and 
assigns  forever,  be  and  they  hereby  are  created  and  made  a body  cor- 
porate and  politic,  for  the  purpose  of  insuring  persons  against  the  ac- 
cidental loss  of  life,  or  personal  injury,  sustained  while  traveling  by 
railway,  steamboat,  or  other  mode  of  conveyance,  by  the  name  of  “The 
Travelers  Insurance  Company,”  and  by  that  name  shall  be  and  hereby 
are  empowered  to  purchase,  have,  hold,  possess,  and  enjoy,  to  them- 
selves and  their  successors,  lands,  tenements,  hereditaments,  goods, 
chattels  and  effects  of  every  kind;  and  the  same  to  grant,  alien,  sell, 
invest  and  dispose  of ; to  sue  and  be  sued,  plead  and  be  impleaded  in  all 
courts  of  justice;  to  have  and  use  a common  seal,  and  the  same  to 
change,  alter,  and  renew  at  pleasure ; and  to  ordain  and  put  into  exe- 
cution such  by-laws  and  regulations  as  they  may  deem  proper  for  the 
well  ordering  and  government  of  said  corporation  and  the  transaction 
of  its  business ; provided,  they  be  not  repugnant  to  the  laws  of  the 
United  States  or  of  this  State,  or  to  the  provisions  of  this  act  of  in- 
corporation. 

Sec.  2.  [Capital  Stock.] — The  capital  stock  of  said  corporation 
shall  not  be  less  than  one  hundred  thousand  dollars,  and  may  be  at 
any  time  hereafter  increased  by  said  company  to  any  sum  not  exceed- 
ing two  hundred  and  fifty  thousand  dollars,  and  shall  be  divided  into 
shares  of  one  hundred  dollars  each ; and  there  shall  be  paid  into  the 
treasury  of  said  corporation,  by  each  subscriber  to  said  capital  stock, 


348 


CHARTERS  OF  LIFE  INSURANCE  COMPANIES. 


at  the  time  of  subscribing  for  the  same,  an  instalment  of  ten  dollars 
on  each  share  of  stock  by  him  subscribed  for ; and  a further  instalment 
of  ten  dollars  on  each  share  shall  be  paid  within  sixty  days  after  the 
organization  of  said  company;  and  the  remainder  of  said  shares,  so 
subscribed  for,  shall,  within  sixty  days  after  the  organization  of  said 
company,  be  secured  to  be  paid,  either  by  bonds  and  mortgage  on 
real  estate,  or  by  such  indorsed  promissory  notes  as  shall  be  approved 
of  by  the  directors  of  said  corporation  and  two-thirds  of  the  corpora- 
tors herein  named;  and  shall  be  payable  in  such  instalments,  and  at 
such  times,  as  the  directors  may  determine;  and  such  indorsers  shall 
have  a lien  on  the  stock  for  which  such  note  or  notes  are  given. 

Sec.  3.  [ Stock  to  be  Transferable .] — The  capital  stock  of  such 
corporation  shall  be  transferable  according  to  the  rules  and  regula- 
tions of  the  company;  and  if  any  subscriber  of  any  share  or  shares  of 
said  stock  shall  neglect  or  refuse  to  pay  the  instalments  as  aforesaid, 
or  to  secure  the  payment  of  the  residue  of  the  stock  by  him  subscribed 
as  aforesaid,  for  the  space  of  sixty  days  after  the  same  shall  become  due 
or  required,  and  after  he  or  they  have  been  notified  thereof,  the  stock 
of  such  negligent  stockholder  shall  be  sold  by  the  directors  at  public 
auction,  giving  at  least  twenty  days’  notice  thereof  in  some  newspaper 
published  in  Hartford;  and  the  proceeds  of  said  sale  shall  be  first  ap- 
plied in  payment  of  the  instalments  called  for,  and  the  expenses  at- 
tending the  sale ; and  the  balance,  if  any,  shall  be  refunded  to  the 
owner  of  said  stock ; and  such  sale  shall  in  all  respects  entitle  the  pur- 
chaser to  all  the  rights  of  a stockholder  to  the  extent  of  the  shares 
so  bought. 

Sec.  4.  [Character  of  Business  to  be  Transacted.] — The  business 
of  said  corporation  shall  be  the  insuring  of  persons  against  the  ac- 
cidental loss  of  life,  or  personal  injury,  sustained  while  traveling  by 
railway,  steamer,  or  other  modes  of  conveyance  in  the  United  States 
and  other  countries ; and  contracts  of  insurance  may  be  made  on  such 
terms  and  conditions,  and  for  such  periods  of  time,  and  confined  to 
such  persons,  as  shall  be  from  time  to  time  ordered  and  provided  for  by 
the  by-laws  of  said  corporation. 

Sec.  5.  [Directors  to  be  Chosen.] — The  office  of  said  company  shall 
be  located  in  Hartford ; and  the  stock,  property  and  affairs  of  said  cor- 
poration shall  be  managed  and  conducted  by  not  less  than  seven  nor 
more  than  seventeen  directors  (the  number  of  said  directors  to  be  de- 
termined by  the  by-laws  of  said  company) , to  be  chosen  by  ballot  from 
among  and  by  the  stockholders ; which  directors  first  chosen  shall  hold 
their  offices  until  the  first  Tuesday  of  May  next  ensuing  their  election, 
and  until  others  are  chosen  to  supply  their  places ; and  the  annual  meet- 


TRAVELERS  INSURANCE  COMPANY. 


349 


in g for  the  choice  of  directors  shall  (after  the  first  election)  be  holden 
at  the  city  of  Hartford,  on  the  first  Tuesday  in  May,  or  such  other  day 
in  the  month  of  May  as  shall  be  determined  by  the  by-laws  of  said  cor- 
poration. In  the  choice  of  directors  as  aforesaid,  each  stockholder, 
present  or  represented  by  his  attorney,  shall  be  allowed  one  vote  for 
each  and  every  share  of  stock  by  him  then  held,  and  none  but  stock- 
holders shall  be  eligible  to  the  office  of  directors.  And  the  stockholders 
may  determine  what  number  of  directors  may  constitute  a quorum  for 
business. 

Sec.  6.  [As  to  Election  of  Directors.] — If  it  shall  so  happen  that 
an  election  of  directors  of  said  corporation  shall  not  take  place  at  the 
time  of  the  annual  meeting  thereof  in  any  year,  said  corporation  shall 
not  be  dissolved  thereby,  but  an  election  may  be  had  at  any  time  within 
one  year  thereafter ; the  time  to  be  fixed  upon,  and  notice  thereof  given,, 
by  the  directors  last  chosen.  And  public  notice,  by  order  of  the  direc- 
tors, shall  always  be  given  at  least  ten  days  previous  to  any  meeting  of 
the  stockholders  in  a newspaper  printed  in  Hartford,  and  in  such  other 
way  be  deemed  expedient.  And  the  president  shall  have  power  to  call 
special  meetings  of  the  stockholders  whenever  thereto  requested  by  a 
majority  of  the  directors. 

Sec.  7.  [To  Receive  Stock  Subscriptions.] — To  carry  out  the  pro- 
visions of  this  act,  and  to  organize  the  said  corporation,  James  G. 
Batterson,  George  M.  Bartholomew,  Gustavus  F.  Davis  and  William 
L.  Collins  are  authorized  and  appointed  to  receive  subscriptions  to  the 
capital  stock  thereof  and  the  first  instalment  thereon ; and  as  such  are 
hereby  authorized  to  close  the  subscription  books  of  said  company 
when  the  said  capital  stock  shall  be  fully  subscribed,  or,  in  case  that 
said  capital  stock  shall  be  over-subscribed,  to  distribute  and  apportion 
the  same  among  the  subscribers  as  the  said  persons  so  appointed  as 
aforesaid  to  distribute  may  deem  proper.  And  when  the  capital  stock 
shall  have  been  subscribed  for,  and  the  first  instalment  has  been  paid 
thereon,  by  a notice  published  in  some  newspaper  printed  in  Hartford 
three  weeks  before  the  time  of  meeting,  the  said  subscribers  may  meet 
together  at  the  time  and  place  named  in  said  call,  and  adopt  such 
by-laws,  rules  and  regulations  as  may  be  necessary  and  convenient  for 
commencing  and  carrying  on  business  under  this  act.  They  may  also, 
at  the  same  or  some  subsequent  time,  choose  a board  of  directors  in 
the  manner  hereinbefore  provided,  who  shall  hold  their  offices,  with 
all  the  powers  given  to  directors  by  this  act,  until  others  are  chosen  to 
supply  their  places.  And  when  the  by-laws  have  been  adopted,  and 
the  directors  have  been  chosen  as  aforesaid,  and  when  the  board  of 
directors  shall  have  been  organized  by  the  choice  of  a president  and 


-35° 


CHARTERS  OF  LIFE  INSURANCE  COMPANIES. 


secretary,  the  said  corporation  may  exercise  all  the  powers  and  priv- 
ileges conferred  by  this  act. 

Sec.  8.  [Directors  to  Choose  Officers.] — The  directors  may  choose 
a president,  vice-president  and  secretary  of  their  corporation,  and 
appoint  such  other  officers,  clerks  and  agents,  and  establish  such 
agencies  in  this  State  and  elsewhere,  as  shall  be  by  them  deemed  ad- 
visable for  conducting  the  business  of  the  company ; fix  their  compensa- 
tion, and  take  bonds  for  any  and  all  of  them  for  the  faithful  per- 
formance of  their  duties;  and  make  such  covenants  and  agreements 
as  may  be  deemed  necessary.  The  president  and  vice-president  shall 
be  chosen  from  among  the  directors,  and  may  hold  their  appointments 
for  one  year  and  until  others  are  chosen;  but  the  other  officers  and 
servants  of  said  company  may  be  displaced,  and  new  ones  appointed, 
at  the  pleasure  of  the  directors.  In  the  absence  or  disability  of  the 
president,  the  vice-president  shall  preside;  and  if  both  are  absent  or 
disabled,  the  directors  may  choose  a president  pro  tempore.  And  in 
case  any  vacancy  shall  occur  in  the  board  of  directors,  the  remaining 
directors  may  choose  a director  or  directors  from  among  the  stock- 
holders to  fill  such  vacancy,  who  shall  hold  the  appointment  until  others 
are  chosen  in  their  places. 

Sec.  9.  [Seal  May  or  May  Not  be  Used.] — All  policies  of  insur- 
ance, or  other  contracts  authorized  by  this  act,  may  be  made  with  or 
without  the  seal  of  said  corporation,  and  shall  be  binding  and  obligatory 
upon  said  corporation  according  to  the  true  intent  and  meaning  of  such 
policies  and  contracts. 

Sec.  10.  [How  Investments  May  be  Made.] — The  capital  stock, 
moneys  and  personal  estate  of  said  corporation  may  be  invested,  at  the 
discretion  of  the  directors,  either  in  loans  upon  bonds  and  mortgages 
upon  real  estate,  or  in  United  States  stocks,  bank  stocks,  or  stocks  or 
bonds  created  by  any  State,  or  of  corporations  created  by  this  State ; 
and  the  same  may  be  called  in  and  reinvested  at  pleasure,  under  the 
provisions  of  this  act;  and  it  shall  be  the  duty  of  said  corporation  to 
make  annually  a report  to  the  general  assembly,  containing  a full  and 
accurate  statement  of  its  condition  and  affairs. 

Sec.  11.  [Company  May  be  Sued.] — Suits  at  law  may  be  main- 
tained by  any  stockholder,  or  person  insured  by  said  company,  against 
said  corporation,  for  losses  or  injuries  insured  against  by  said  company, 
if  payment  shall  be  withheld  more  than  thirty  days  after  the  same  shall 
be  due  and  payable  by  the  terms  of  the  policy  of  insurance  or  other 
contract,  and  after  the  said  corporation  shall  have  been  notified  of 
such  loss  or  injury. 

Sec.  12.  [Legislature  May  Amend.] — This  act  may  be  altered, 


TRAVELERS  INSURANCE  COMPANY. 


351 


.amended,  or  repealed  at  the  pleasure  of  the  general  assembly;  and 
nothing  contained  therein  shall  be  so  construed  as  to  authorize  said 
company  to  engage  in  the  business  of  banking. 

Approved  June  17,  1863. 


[Amendment  of  1864.] 

Enlargement  of  the  Powers  of  the  Company. 

General  Assembly,  May  session,  A.  D.  1864.  Upon  the  petition  of  the 
Travelers  Insurance  Company  of  Hartford,  Resolved  by  this 
Assembly : 

Sec.  1.  That  the  Travelers  Insurance  Company  be  and  the  same 
are  hereby  authorized  and  empowered  to  insure  persons  against,  and 
to  make  all  and  every  insurance  connected  with,  accidental  loss  of  life, 
or  personal  injury  sustained  by  accident,  of  every  description,  on  such 
terms  and  conditions,  and  for  such  periods  of  time,  and  confined  to 
such  countries  and  to  such  persons  as  shall  be  from  time  to  time 
ordered  and  provided  for  by  the  by-laws  of  said  corporation. 

Sec.  2.  That  the  capital  stock  of  said  corporation  may  be  increased 
to  an  amount  not  exceeding  one  million  dollars  in  the  whole,  including 
the  stock  already  authorized  and  issued ; and  that  said  company  be, 
and  they  hereby  are,  authorized  by  their  directors  or  stockholders,  to 
cause  said  increase  of  their  capital  stock  to  be  issued  at  such  time  or 
times  and  in  such  manner  as  they  may  deem  expedient. 

Sec.  3.  That  the  stockholders  of  said  company  at  any  annual  meet- 
ing may  determine  the  number  of  directors  which  shall  be  elected  for 
the  succeeding  year,  and  the  number  so  determined  said  company  is 
authorized  to  elect ; provided,  that  in  no  case  shall  less  than  seven 
• directors  be  chosen. 

Sec.  4.  This  resolution  shall  go  into  effect  when  the  same  shall  be 
approved  at  a meeting  of  the  stockholders  of  said  company  called  for 
that  purpose. 

Sec.  5.  All  portions  of  the  original  act  incorporating  said  com- 
pany, inconsistent  with  this  act,  are  hereby  repealed. 

Approved  June  16,  1864. 


[Amendment  of  1865.] 

Company  may  do  Life  Insurance  Business. 

•General  Assembly,  May  session,  A.  D.  1865.  Upon  the  petition  of  the 
Travelers  Insurance  Company  of  Hartford.  Resolved  by  this 
x\ssembly : 

Sec,  1.  That  the  Travelers  Insurance  Company  be  and  the  same 


352 


CHARTERS  OF  LIFE  INSURANCE  COMPANIES. 


are  hereby  authorized  and  empowered  to  insure  persons  against  loss- 
of  life  or  personal  injury  resulting  from  any  cause. 

Sec.  2.  All  portions  of  the  original  act  incorporating  said  company, 
inconsistent  with  this  act,  are  hereby  repealed. 

Approved  May  31,  1865. 


[Amendment  of  1866.] 

Company  May  Issue  Endowments  and  Grant  Annuities. 

General  Assembly,  May  session,  A.  D.  1866.  Upon  the  petition  of  the 
Travelers  Insurance  Company  of  Hartford.  Resolved  by  this 
Assembly : 

Sec.  1.  That  the  annual  meeting  for  the  choice  of  directors  of  said 
company  shall,  after  the  year  1866,  be  holden  at  the  city  of  Hartford, 
on  the  first  Tuesday  of  July  in  each  year,  or  such  other  day  in  the 
month  of  July  as  may  be  determined  by  the  by-laws  of  said  corporation. 

Sec.  2.  That  the  Travelers  Insurance  Company  be,  and  the  same 
is  hereby,  empowered  to  confer  endowments,  grant  and  purchase  an- 
nuities, upon  such  conditions,  and  for  such  periods  of  time,  as  may  be 
determined  by  said  corporation.  The  policies  of  said  company  may 
be  issued  for  the  benefit  of  and  payable  to  married  women ; and  all 
contracts  of  insurance  thus  beneficial  to  married  women,  whether  made 
with  said  married  women  or  with  other  persons  in  their  behalf,  shall 
be,  if  so  expressed  in  the  policy,  the  sole  and  separate  estate  of  said 
married  women,  and  may  be  made  payable  at  the  maturity  of  said 
policies,  in  case  of  previous  death  of  said  married  women,  to  their  chil- 
dren; and  the  discharge  of  such  policies  by  said  married  women,  or 
their  assigns  and  their  children  (or  their  guardians,  if  minors),  in  case 
of  the  death  of  said  married  women,  shall  be  a valid  discharge  of  said 
contracts. 

Sec.  3.  Said  company  may  issue  policies,  stipulated  to  be  with  or 
without  participation  in  profits ; and  all  dividends  allotted  to  such  par- 
ticipating policies,  which  shall  not  be  claimed  and  called  for  within 
two  years  after  the  same  shall  have  been  declared,  shall  be  forfeited  to 
said  company. 

SEC.4.  It  shall  be  competent  for  said  company  to  reinsure  any  and 
all  risks  taken  under  its  charter,  and  upon  such  conditions  as  may  be 
prescribed  by  the  directors. 

Sec.  5.  Said  company  may,  from  time  to  time,  invest,  collect,  and 
reinvest  the  whole  or  any  portion  of  its  capital  and  surplus  funds  in 
any  bonds  or  stocks  of  the  United  States,  or  of  any  of  the  States  of 


TRAVELERS  INSURANCE  COMPANY. 


353 


the  Union,  or  of  any  corporations  which  are  or  may  be  created  under 
authority  of  the  United  States,  or  of  any  said  States. 

Approved  June  6,  1866. 

Amendment  of  1883. 

Time  of  Holding  Annual  Meeting. 

General  Assembly,  January  session,  A.  D.  1883.  Upon  the  petition  of 
the  Travelers  Insurance  Company  of  Hartford.  Resolved  by  this 
Assembly : 

Sec.  1.  That  the  annual  meeting  of  the  Travelers  Insurance  Com- 
pany shall,  after  the  year  1883,  be  holden  in  the  city  of  Hartford  on 
the  second  Wednesday  of  January  in  each  year,  or  such  other  day  in 
the  month  of  January  as  the  by-laws  of  said  company  may  determine. 

Sec.  2.  So  much  of  the  charter  of  said  company  or  any  amend- 
ments thereto  as  requires  the  annual  meeting  to  be  held  “on  the  first 
Tuesday  of  July,  or  such  other  day  in  said  month  of  July”  is  hereby 
repealed. 

Approved  April  24,  1883. 

Amendment  of  1887. 

Whereas,  it  is  the  duty  of  The  Travelers  Insurance  Company  of 
Hartford,  Conn.,  in  obedience  to  the  laws  of  this  State,  to  reserve  a 
fund  for  the  payment  of  its  obligations,  assuming  its  rate' of  mortality 
shown  by  the  actuaries’  table  and  four  per  cent  compound  interest 
upon  investments,  and  as  by  its  charter  and  the  general  laws  of  the 
State  it  is  authorized  to  make  certain  investments  of  its  funds  and 
assets ; now,  therefore. 

Resolved  by  this  Assembly : That  it  is  the  business  of  said  company 
to  invest  said  funds  as  allowed  by  law  and  to  hold  all  real  estate  wher- 
ever situate  which  shall  have  been  or  shall  hereafter  be  obtained  in  com- 
pliance with  the  provisions  of  the  charter ; and  all  such  investments  in 
and  acquisitions  of  real  estate  are  declared  to  be  necessary,  suitable, 
and  proper  for  carrying  forward  the  chartered  purpose  of  said  corpora- 
tion. Said  company  shall  have  power  to  invest,  in  addition  to  the 
powers  of  investment  in  real  estate  granted  in  its  charter  and  amend- 
ments, a sum  not  exceeding  five  per  centum  of  its  assets  in  productive 
real  estate  outside  of  this  State. 

Approved  April  13,  1887. 

Amendment  of  1893. 

Resolved  by  this  Assembly:  That  The  Travelers  Insurance  Company 
may  insure  persons  and  corporations  against  loss  on  account  of  liability 


354 


CHARTERS  OF  LIFE  INSURANCE  COMPANIES. 


to  others  for  personal  injuries,  fatal  or  otherwise,  or  injury  to  property 
connected  with  personal  injuries,  resulting  from  accidental  causes. 
Approved  April  12,  1893. 


Amendment  of  1905. 

Resolved  by  this  Assembly: 

Sec.  1.  From  and  after  the  annual  meeting  of  the  stockholders  of 
The  Travelers  Insurance  Company  to  be  held  in  January,  1906,  the 
board  of  directors  of  the  said  company  shall  consist  of  not  less  than 
nine  nor  more  than  fifteen  members,  as  the  stockholders  may  from 
time  to  time  determine,  to  be  chosen  as  hereinafter  provided. 

Sec.  2.  At  the  annual  meeting  of  the  company  to  be  held  in  Jan- 
uary, 1906,  the  stockholders  shall  elect  not  less  than  nine  nor  more 
than  fifteen  directors,  and  the  directors  so  elected  shall  divide  them- 
selves by  lot  into  three  classes,  each  class  to  consist  of  either  three  or 
five  members  as  the  board  may  by  vote  determine.  The  first  class  shall 
hold  office  for  the  term  of  one  year;  the  second  class  shall  hold  office 
for  the  term  of  two  years ; the  third  class  shall  hold  office  for  the  term 
of  three  years.  At  the  annual  meeting  of  the  stockholders  of  the  com- 
pany to  be  held  in  January,  1907,  and  annually  thereafter,  not  less 
than  three  nor  more  than  five  directors  shall  be  elected,  each  to  hold 
office  for  the  term  of  three  years. 

Sec.  3.  Whenever  any  vacancy  shall  occur  in  the  board  of  directors 
by  death,  resignation  or  otherwise,  such  vacancy  may  be  filled  by  the 
remaining  members  of  the  board  for  the  remainder  of  the  term  for 
which  said  director  was  elected. 

Sec.  4.  The  charter  of  the  said  company  is  hereby  amended  to  con- 
form herewith  and  this  amendment  may  be  accepted  at  any  meeting  of 
the  stockholders  of  the  company  held  not  later  than  the  date  of  the 
annual  meeting  of  the  company  in  January,  1906. 

Approved  June  13,  1905. 


EXTRACTS  FROM  THE  BY-LAWS. 

Enacted  January  8,  1902. 

Article  i.  Sec.  i.  Stockholders  and  Stockholders’  Meetings. — The  annual 
meeting  of  the  stockholders  of  the  Travelers  Insurance  Company  shall  be  held 
in  the  city  of  Hartford  on  the  second  Wednesday  of  January  in  each  year  at 
such  hour  and  place  as  the  directors  may  appoint,  but  if  the  directors,  for  suffi- 
cient cause  to  them  appearing,  so  advise,  any  annual  meeting  may  be  adjourned 
and  held  upon  any  other  day  within  two  months  thereafter. 

Sec.  2.  Special  meetings  of  the  stockholders  may  be  called  at  any  time  by 
the  president,  and  shall  be  called  by  him  whenever  thereto  requested  in  writing 
by  a majority  of  the  directors. 


TRAVELERS  INSURANCE  COMPANY. 


355 


Sec.  3.  Notice  of  every  meeting  of  the  stockholders  and  of  the  time  and 
place  thereof  shall  be  given  by  one  of  the  executive  officers  of  the  company  by 
publication  of  such  notice  at  least  ten  days  before  the  time  appointed  for  such 
meeting  in  at  least  two  daily  newspapers  published  in  Hartford. 

Sec.  4.  Every  meeting  of  the  stockholders  shall  be  organized  by  the  elec- 
tion viva  voce  of  a chairman  and  clerk.  The  chairman  shall  appoint  two'  tellers 
to  receive,  count  and  report  the  ballots  cast  for  directors,  and  he  may  also  ap- 
point a committee  on  qualifications  and  proxies  to  inquire  and  report  to  the 
meeting  what  stockholders  are  present,  duly  qualified  and  properly  represented. 
If  the  right  of  any  person  to  vote  be  questioned,  the  chairman  of  the  meeting 
shall  upon  receiving  the  report  of  the  committe  on  qualifications  and  proxies 
determine  as  to  his  said  right,  subject  to  an  appeal  from  such  decision  to  the 
meeting. 

Sec.  5.  The  stockholders  may  also  at  each  annual  meeting  appoint  for  the 
year  in  which  the  meeting  is  held,  by  ballot  or  otherwise,  two  auditors  to  ex- 
amine and  audit  the  company’s  accounts  and  to  certify  the  condition  thereof, 
as  required  from  time  to  time,  to  the  stockholders  or  to  the  directors.  Any 
vacancy  in  the  office  of  auditor  may  be  filled  for  the  unexpired  term  by  the 
directors. 

Sec.  6.  At  every  annual  meeting  there  shall  be  chosen  by  ballot  from  among 
the  stockholders  a board  of  directors,  who  shall  hold  office  until  the  next  an- 
nual meeting,  and  until  their  successors  shall  be  chosen  and  qualified.  Should 
any  vacancy  occur  in  the  board,  it  may  be  filled  by  appointment  by  the  remain- 
ing directors  for  the  unexpired  term. 

Sec.  7.  The  notice  of  every  annual  meeting  shall  designate  at  what  hour 
the  polls  will  be  opened  for  receiving  ballots  for  directors,  and  the  polls  shall 
be  closed  at  such  hour  as  the  meeting  may  direct. 

Sec.  8.  The  qualified  persons  receiving  the  ballots  of  the  largest  number  of 
shares  shall  be  elected  directors,  and  so  declared  by  the  chairman  of  the  meet- 
ing, each  share  of  stock  being  entitled  to  one  vote  for  as  many  directors,  not 
less  than  seven,  as  the  meeting  may  determine  to  elect. 

Sec.  9.  Stockholders  may  be  present  at  such  meetings  in  person,  or  may  be 
represented  by  proxy  or  attorney  duly  authorized,  and  not  less  than  ten  stock- 
holders so  present  and  representing  at  least  five  hundred  shares  of  the  capital 
stock  shall  constitute  a quorum  for  the  transaction  of  business. 

Sec.  10.  Each  stockholder  shall  be  entitled  to  a certificate  or  certificates  for 
the  number  of  shares  of  capital  stock  held  by  him,  signed  by  the  president  and 
secretary.  Transfers  of  stock  shall  be  made  upon  the  proper  books  of  the  com- 
pany in  person  or  by  duly  authorized  attorney,  and  the  officers  may  direct  that 
the  transfer  books  be  closed  and  no  transfers  permitted  to  be  made  therein  for 
a period  of  not  more  than  thirty  days  before  any  annual  meeting,  or  for  a like 
period  before  the  payment  of  any  dividend. 

Article  2.  Sec  i.  Directors. — The  directors  shall  have  the  general  con- 
trol and  management  of  the  business  and  affairs  of  the  company,  and  exercise 
the  powers  and  perform  the  acts  in  the  charter  of  the  company,  acts  amenda- 
tory thereof,  and  in  these  by-laws  set  forth.  It  shall  be  their  duty  also  to  re- 
quire the  officers  to  submit  to  every  annual  meeting  a report  showing  the  con- 
dition of  the  company  at  the  close  of  the  next  preceding  fiscal  year. 

Sec.  2.  The  directors  may  meet  at  the  company’s  office  in  Hartford  without 
notice  forthwith  after  the  adjournment  of  every  annual  meeting  of  the  stock- 


356 


CHARTERS  OF  LIFE  INSURANCE  COMPANIES. 


holders.  Stated  regular  meetings  of  the  directors  shall  be  held  thereafter  at 
the  company  s office  in  Hartford  on  such  day  and  hour  in  every  month  as  the 
directors  may  from  time  to  time  by  vote  designate  and  appoint. 

Sec.  3.  Special  meetings  of  the  directors  may  be  called  by  the  president  at 
any  time,  or  in  his  absence  by  the  vice-president,  or  by  any  three  directors. 

Sec.  4.  Written  or  printed  notice  by  mail  shall  be  given  by  the  secretary  of 
each  regular  and  special  meeting  to  all  directors  at  least  four  days  before  the 
time  appointed  therefor. 

Sec.  5.  Not  less  than  three  directors  shall  constitute  a quorum  for  the  trans- 
action of  business  at  any  meeting  of  the  board,  and  at  every  meeting  the  pre- 
siding officer  for  the  time  being  shall  have  the  right  to  vote,  but  at  any  special 
meeting  called  by  three  directors  not  less  than  seven  directors  shall  constitute 
a quorum. 

Sec.  6.  The  board  of  directors  shall  annually,  at  the  first  meeting  of  the 
board  held  after  their  election  or  at  some  adjourned  meeting  thereof,  choose 
by  ballot  from  their  own  number,  by  a majority  vote  of  the  directors  present, 
a president  and  a vice-president,  to  hold  office  for  one  year  and  until  their 
successors  are  chosen.  They  shall  also  choose  a secretary,  who  need  not  be  a 
director,  for  the  like  term,  and  may  at  any  time  fill  vacancies  which  may  occur 
in  any  of  said  offices  for  the  unexpired  term. 

Sec.  7.  By  the  same  vote,  but  at  any  time  and  from  time  to  time  the  direc- 
tors may  appoint  two  or  more  assistant  secretaries,  a treasurer,  comptroller, 
and  such  other  officers,  under  appropriate  titles,  as  the  board  may  deem  neces- 
sary for  the  proper  conduct  of  the  company’s  business.  Officers  so  appointed 
shall  hold  office  during  the  pleasure  of  the  directors. 

Sec.  8.  The  board  of  directors  may  fix  the  compensation  of  all  of  said 
officers  and  of  all  other  officers,  agents  and  employees  of  the  company  either 
by  action  of  the  board  or  of  a committee  to  be  appointed  by  the  board  for  that 
purpose. 

Sec.  9.  The  board  of  directors  shall  annually  appoint  a finance  committee 
to  consist  of  five  directors,  and  may  from  time  to  time  appoint  and  prescribe 
the  duties  and  authority  of  such  standing  and  other  committee  as  to  the  board 
may  seem  meet.  Appointments  to  any  committee  may  be  revoked  and  an- 
nulled and  new  appointments  made  by  the  board  at  any  time  in  its  discretion. 

Sec.  10.  The  board  of  directors  may  also  from  time  to  time  make  and  de- 
clare such  dividends  to  the  stockholders  out  of  the  company’s  earnings  as  may 
be  thought  expedient. 

Article  3.  Sec.  i.  Finance  Committee;  Funds. — It  shall  be  the  duty  of  the 
finance  committee  to  direct  the  mode,  manner  and  time  of  making  and  calling 
in  investments  and  the  sale  and  transfer  of  investments  and  the  reinvestment 
of  the  proceeds  thereof.  To  examine  all  funds  and  securities  as  often  as  they 
may  deem  necessary  or  when  required  by  the  board.  To  report  to  each  stated 
meeting  and  as  often  as  requested  by  the  board  the  condition  of  the  funds, 
securities  and  investments  of  the  company,  and  by  special  vote  from  time  to 
time  and  whenever  necessary  to  authorize  the  sale  and  transfer  of  stocks,  bonds 
and  other  securities,  both  real  and  personal,  in  which  the  funds  of  the  com- 
pany are  invested,  and  to  authorize  the  execution  of  all  instruments,  contracts, 
deeds  and  conveyances  of  the  company  requiring  signature  in  the  corporate 
name. 

Sec.  2.  All  moneys  belonging  to  the  company  shall  be  deposited  to  the 


TRAVELERS  INSURANCE  COMPANY. 


357 


credit  of  the  Travelers  Insurance  Company  in  such  bank  or  banks  as  shall  be 
designated  from  time  to  time  by  resolution  of  the  finance  committee,  and  shall 
be  drawn  only  on  checks  or  drafts  signed  by  the  president,  vice-president,  sec- 
retary or  comptroller.  The  board  of  directors  may  hereafter  and  from  time  to 
time  designate  one  or  more  persons  who  shall  sign  checks  and  drafts  jointly 
with  one  of  the  above-named  officers. 

Article  6.  Repealer. — All  by-laws  of  the  company  enacted  prior  to  Janu- 
ary 8,  1902,  are  hereby  repealed. 


358 


CHARTERS  OF  LIFE  INSURANCE  COMPANIES. 


THE  UNION  CENTRAL  LIFE  INSURANCE  COMPANY. 


[Certificate  of  Incorporators .] — We,  the  undersigned,  citizens  of  the 
State  of  Ohio,  desiring  to  become  a body  corporate  under  the  laws  of 
the  State  of  Ohio,  have  associated  ourselves  together  to  form  a joint 
stock  insurance  company,  to  insure  the  lives  of  persons,  and  we  do 
hereby  certify : 

That  the  name  assumed  by  such  company,  is  “The  Union  Central 
Life  Insurance  Company;”  that  the  object  for  which  said  company  is 
formed,  is  to  insure  the  lives  of  persons  in  and  out  of  the  State  of 
Ohio ; that  the  capital  stock  of  said  company  is  five  hundred  thousand 
dollars,  and  that  the  place  where  the  principal  office  of  said  company  is 
located  is  the  city  of  Cincinnati,  Hamilton  county,  Ohio. 

In  testimony  whereof,  we  have  hereunto  set  our  hands  and  seals  this 
thirtieth  day  of  January,  A.  D.  1867.  J.  W.  Davis,  John  P.  P.  Peck, 
James  Jackson,  Israel  Williams,  Alex.  F.  Hume. 


BY-LAWS. 

Article  i.  Sec.  i.  Capital  Stock. — The  amount  of  the  capital  stock,  by 
the  act  of  incorporation  authorized  at  five  hundred  thousand  dollars  shall  be 
limited  to  one  hundred  thousand  dollars  until  otherwise  determined  by  the 
vote  of  the  holders  of  a majority  of  the  stock.  The  capital  stock  shall  be  paid 
in  full.  The  stock  shall  be  divided  into  shares  of  twenty  dollars  each,  and  shall 
be  transferable  on  the  books  of  the  company  either  in  person  or  by  attorney; 
but  no  transfer  of  stock  shall  be  binding  until  the  old  certificate  be  surrendered 
and  a new  one  issued,  by  order  of  the  board,  to  the  transferee,  and  recorded  in 
the  stock-book  of  the  company. 

Article  2.  Sec.  i.  Dividends  to  Stockholders. — A semi-annual  dividend 
of  five  per  cent  shall  be  made  on  the  stock  to  be  payable  on  the  first  day  of 
April  and  of  October,  annually. 

Sec.  2.  Dividends  from  Profits. — The  only  other  dividends  that  may  be 
made  to  stockholders  shall  consist  of  the  profits  derived  from  policies  issued 
without  profits  to  the  policyholders.  These  dividends,  when  made,  shall  be 
declared  on  the  first  day  of  April,  annually. 

Sec.  3.  Dividends  to  Policyholders. — From  the  residue'  of  the  profits  arising 
from  the  mutual  business,  after  the  provisions  indicated  in  article  6.  the  board 
shall,  annually  in  the  month  of  January,  declare  a dividend  to  the  mutual  policy- 
holders, according  to  the  kind  and  class  of  each  policy;  or  place  to  the  credit 
of  the  policy  its  equitable  proportion  of  the  undivided  surplus,  which  shall  be 
payable  according  to  the  terms  and  condition  of  the  policy. 

Sec.  4.  How  Dividends  May  be  Applied. — Dividends  falling  due  to  mutual 


UNION  CENTRAL  LIFE. 


359 


policyholders  may  be  applied  by  the  assured  either  to  the  purchase  of  additions 
to  the  policy;  or  toward  the  liquidation  of  any  loan  granted  to  the  policyholder; 
or,  if  there  be  no  loan,  toward  the  reduction  of  premiums  during  the  next 
succeeding  year. 

Sec.  5.  When  Dividends  Accrue. — No  policy  not  in  force  shall  be  entitled 
to  dividends,  nor  shall  any  policy  be  entitled  to  dividends  until  there  shall  have 
been  paid  thereon  two  annual  premiums,  and  the  dividends  shall  become  due 
and  payable  upon  the  anniversary  of  the  policy  only  when  the  annual  premium 
thereon,  if  any,  shall  be  paid. 

Article  3.  Sec.  i.  Meetings  of  Stockholders. — The  annual  election  of  the 
stockholders  shall  be  held  on  the  third  Monday  in  January,  at  such  hour  as  the 
directors  may  fix.  At  this  election  the  stockholders  shall  choose  by  ballot  a 
board  of  fifteen  directors,  who  shall  hold  their  office  for  one  year,  and  until 
their  successors  are  duly  elected  and  qualified.  An  affirmative  vote  of  a major- 
ity of  the  stock  will  be  required  for  the  election  of  a director.  All  vacancies 
in  the  board  shall  be  filled  by  the  directors. 

Sec.  2.  Special  Meetings  of  Stockholders. — The  holders  of  one-fifth  of  the 
capital  stock  may,  at  any  time,  call  a special  meeting  of  the  stockholders,  or 
instruct  the  president  to  do  so  for  them.  A reasonable  notice  of  such  meeting 
must  be  given. 

Sec.  3.  How  Stockholders  May  Vote. — The  vote  on  all  questions  in  the 
stockholders’  meetings  shall  be  by  shares;  and  each  share  of  the  stock  shall  be 
counted  as  one  vote.  All  stock  must  be  voted  by  the  owners  of  it  in  person, 
or  by  a person  authorized  by  a power  of  attorney  to  vote  such  stock;  and  an 
affirmative  vote  of  a majority  of  the  stock  will  be  required  to  transact  any 
business. 

Article  4.  Sec.  i.  Place  of  Business. — The  principal  business  office  of  the 
company  shall  be  located  in  Cincinnati,  Ohio. 

Article  5.  Sec.  i.  Policies  of  Insurance. — The  company  may  issue  policies 
of  insurance  upon  the  life  of  any  person  from  the  age  of  one  year  to  sixty-five 
inclusive,  but  for  no  greater  amount  than  twenty-five  thousand  dollars  upon  the 
life  of  one  person ; but  the  company  may  issue  policies  for  an  amount  not  ex- 
ceeding $100,000  upon  the  life  of  one  person,  provided  the  excess  over  $25,000  be 
reinsured  in  some  other  life  insurance  company  or  companies. 

Sec.  2.  Applications  for  Insurance. — No  policy  of  insurance  shall  be  issued 
until  there  has  been  filed  in  the  home  office  an  application  therefor,  signed  by 
the  person  making  the  application,  together  with  the  certificate  of  a reputable 
physician,  that  the  person  to  be  insured  is  in  sound  health;  and  no  policy  shall 
be  issued  upon  the  life  of  any  person  of  unsound  health. 

Article  6.  Sec.  i.  Board  of  Directors. — All  directors  and  all  officers  shall 
be  stockholders;  and  each  director  shall  own  in  his  own  name,  and  have  under 
his  own  control,  not  less  than  five  hundred  dollars  of  the  capital  stock;  pro- 
vided, however,  that  the  policyholders  may  have  a representation  in  the  board 
whenever,  in  the  judgment  of  the  stockholders,  the  interests  of  the  company 
and  of  the  policyholders  demand  it. 

Sec.  2.  Meetings  of  Directors. — The  board  of  directors  shall  hold  regular 
monthly  meetings  for  the  transaction  of  business,  on  the  last  Saturday  of  each 
month;  and  such  other  meetings  as  the  president  may  call;  and  an  affirmative 
vote  of  a majority  of  the  board  will  be  necessary  for  the  passage  of  any  ques- 
tion. 


360 


CHARTERS  OF  LIFE  INSURANCE  COMPANIES. 


Sec.  3.  Policies,  Rates,  Etc. — The  board  shall  adopt  such  plans  of  insurance, 
forms  of  policies,  tariff  of  rates,  and  regulations  upon  the  subject  of  insurance, 
as  it  may  deem  proper. 

Sec.  4.  Disposition  of  Funds. — From  the  general  funds  of  the  company  the 
board  shall  make  the  following  provisions: 

First.  To  pay  the  necessary  expenses  of  conducting  the  business  of  the  com- 
pany, and  all  approved  claims  resulting  from  death  and  matured  endowments. 

Second.  To  establish  and  perpetuate  a reserve  fund  sufficient  to  cover  all 
outstanding  risks,  according  to  a four  per  cent  reserve  standard,  and  other 
obligations. 

Third.  To  establish  and  perpetuate  a surplus  fund  in  such  a sum  as  may,  in 
the  judgment  of  the  board,  be  necessary  for  the  security  of  the  company. 

Sec.  5.  Dividends  to  be  Made  from  Profits. — From  the  profits  arising  from 
the  business  the  board  shall  annually  declare  the  dividends  provided  for  in 
article  2. 

Article  7.  Sec.  i.  Officers  of  the  Company. — The  officers  of  the  com- 
pany shall  be  a president,  a vice-president,  a secretary,  a treasurer,  a cashier, 
and  one  or  two  medical  directors,  all  of  whom  shall  be  elected  by  ballot  by  the 
directors,  at  the  first  meeting  of  the  board  after  the  annual  election,  and  shall 
hold  their  respective  offices  for  one  year,  and  until  their  successors  are  duly 
elected  and  qualified.  There  shall  also  be  appointed,  annually,  by  the  board, 
four  directors,  who,  together  with  the  president,  secretary  and  the  treasurer, 
shall  constitute  the  executive  committee ; an  assistant  secretary,  counsel,  and  such 
other  emplojrees  as  the  interests  of  the  companj’  may  require ; and  there  may  be 
appointed  a “manager  of  insurance.” 

Sec.  2.  Compensation  of  Officers. — The  officers  of  the  company  shall  be 
allowed  for  their  services  a fair  and  reasonable  compensation,  which  shall  be 
fixed  by  the  board  of  directors. 

Article  8.  Sec.  i.  Bonds  of  Officers. — The  president  of  the  company  and 
the  chairman  of  the  executive  committee  and  the  treasurer  shall  each  give  a 
bond  or  bonds  in  the  penal  sum  of  twenty  thousand  dollars,  with  three  or 
more  sureties,  to  be  approved  by  the  board,  for  the  faithful  performance  of 
their  respective  trusts;  and  the  amount  of  such  bonds  shall  be  increased  from 
time  to  time  upon  the  demand  of  the  board. 

Sec.  2.  Certain  Officers  to  Give  Bonds. — The  vice-president,  the  secretary, 
the  cashier,  the  assistant  secretary,  and  manager  of  insurance  shall  each  give 
a bond  or  bonds,  in  the  penal  sum  of  ten  thousand  dollars,  with  such  sureties 
as  may  be  approved  by  the  board,  for  the  faithful  performance  of  their  respec- 
tive trusts. 

Sec.  3.  Bonds  to  be  Approved  by  Counsel. — These  bonds  shall  be  submitted 
to  the  counsel  of  the  company,  whose  approval  shall  be  endorsed  thereon  in 
writing.  Each  bond  shall  be  so  drawn  as  to  remain  in  force  until  the  end  of 
the  tenure  of  office  of  the  person  to  whom  it  relates,  and  until  another  bond  or 
bonds,  be  substituted  and  approved  by  the  board  and  the  counsel.  After  each 
annual  election  of  officers  their  bonds  shall  be  submitted  anew  for  the  approval 
of  the  board. 

Sec.  4.  Bonds  to  be  Deposited. — The  bonds  of  the  officers  shall  be  deposited 
for  safe  keeping  in  the  box  rented  by  the  company  from  the  Safe  Deposit  Com- 
pany, of  Cincinnati. 

Article  9.  Sec.  i.  Duties  of  the  President  and  Vice-President. — The 


UNION  CENTRAL  LIFE. 


361 


president  shall  have  supervision  of  the  finances  and  investments,  and  the  gen- 
eral oversight  of  the  business  of  the  company.  He  shall  preside  at  all  meetings 
•of  the  board  of  directors,  and  shall  have  power  to  convene  the  board  at  any 
time  when  he  may  deem  it  expedient;  and  he  shall  be  required  to  do  so  at  the 
request  of  the  executive  committee,  or  of  any  three  members  of  the  board. 
He  shall  have  charge  of  the  seal;  and  shall  be  ex-officio  a member  of  the 
executive  committee,  and  shall  attend  to  such  other  business  as  the  board  may 
•direct. 

Sec.  2.  Duties  of  Vice-President. — The  vice-president  shall  act  in  the  place 
and  discharge  all  the  duties  of  the  president  in  his  absence. 

Article  io.  Sec.  i.  Duties  of  the  Secretary. — The  secretary,  under  the 
direction  of  the  executive  committee,  shall  have  supervision  of  the  office,  busi- 
ness, and  accounts  of  agencies  and  employees.  He  shall  provide  all  necessary 
books,  and  have  charge  of  them  and  of  the  valuable  papers  and  documents  of 
the  company;  and  shall  cause  a full  and  accurate  account  of  all  the  business  of 
the  company  to  be  kept.  In  the  absence  of  the  treasurer  he  shall  act  in  his 
place  and  discharge  the  duties  of  his  office. 

Sec.  2.  Secretary  to  Make  Monthly  Reports. — He  shall  present  to  the  board, 
at  the  regular  monthly  meetings,  a full  report  of  all  the  business  transacted  dur- 
ing the  previous  month,  including  the  number  of  policies  issued;  the  number 
terminated;  the  net  amount  in  force;  the  amount  of  income,  and  from  what 
sources;  and  the  amount  of  disbursements,  and  for  what  purposes;  and  also  a 
■complete  trial  balance,  showing  the  full  amount  of  the  invested  assets  of  the 
company — which  report  shall  be  kept  in  a book  provided  for  that  purpose,  and 
open  at  all  times  to  the  inspection  of  any  stockholder. 

Sec.  3.  Secretary  to  Keep  the  Minutes. — He  shall  keep  full  minutes  of  the 
proceedings  of  the  board  and  record  them  in  a book  kept  for  that  purpose,  and 
shall  furnish  all  committees  with  such  accounts  and  papers  as  may  be  required. 

Sec.  4.  Secretary  to  Make  Annual  Report. — He  shall  issue  to  the  stock- 
holders and  policyholders,  annually,  a report  of  the  business  transacted,  and  a 
statement  of  the  financial  condition  of  the  company,  which  shall  be  certified  to 
by  the  executive  committee,  or  an  auditing  committee  appointed  by  the  board. 

Sec.  5.  Duties  of  Assistant  Secretary. — The  assistant  secretary,  in  the  ab- 
sence of  the  secretary,  shall  act  in  his  place,  and  discharge  the  duties  of  his 
office. 

Article  ii.  Sec.  i.  Duties  of  the  Treasurer. — The  treasurer,  under  direc- 
tion of  the  executive  committee,  shall  have  supervision  of  the  finances  of  the 
company.  He  shall  have  charge  of  all  moneys,  checks,  drafts  and  bills  receiv- 
able of  the  company;  he  shall  deposit  daily  all  moneys,  checks,  and  drafts  re- 
ceived by  him  or  the  cashier  in  such  bank  as  may  be  designated  by  the  executive 
committee ; he  shall  see  that  all  claims  are  correct,  in  proper  shape,  and 
promptly  paid.  He  shall  have  charge  of  the  mortgage  loan  department.  In 
the  absence  of  the  secretary,  he  shall  act  in  his  place  and  discharge  the  duties 
of  his  office. 

Article  12.  Sec.  i.  Duties  of  the  Cashier. — The  cashier  shall,  under  the 
direction  of  the  treasurer,  receive  all  moneys,  and  shall  not  keep  on  hand,  in 
currency,  over  two  hundred  dollars.  He  shall  pay  all  expenses  of  the  com- 
pany, have  charge  of  the  check  book,  and  record  on  the  respective  stubs  the 
name  to  whom,  as  well  as  the  object  for  which,  the  check  is  given.  He  shall 
keep  an  accurate  account  of  all  cash  transactions  of  the  company,  balancing 


362 


CHARTERS  OF  LIFE  INSURANCE  COMPANIES. 


the  same  daily,  subject  to  the  approval  of  the  executive  committee;  and  in  the- 
absence  of  the  assistant  secretary,  shall  act  in  his  place,  and  discharge  all  the. 
duties  of  his  office. 

Article  13.  Sec.  i.  Duties  of  the  Manager  of  Insurance. — The  manager 
of  insurance,  under  the  direction  of  the  executive  committee,  shall  have  general 
supervision  of  the  insurance  department  of  the  company.  He  shall  have  charge 
of  its  forms  of  policies,  contracts,  publications,  agencies,  issuing  and  purchasing 
of  policies,  valuing  of  policies,  and  distribution  of  the  surplus. 

Article  14.  Sec.  i.  Duties  of  the  Medical  Directors. — The  medical 
directors,  under  the  direction  of  the  board,  shall  have  the  supervision  of  the 
medical  department  of  the  company.  They  shall  employ  all  medical  examiners, 
and  make  all  rules  necessary  for  their  government.  They  shall  carefully  ex- 
amine and  pass  upon  all  applications  for  insurance;  and  no  policy  shall  be  issued 
upon  any  life  without  the  approval  of  one  of  the  medical  directors. 

Article  15.  Sec.  i.  Duties  of  the  Executive  Committee. — The  executive 
committee  shall  meet  each  week,  and  daily,  if  the  business  require  it;  and, 
under  the  direction  of  the  board,  shall  have  the  supervision  of  all  the  business 
and  expenditures  of  the  company.  It  shall  appoint  all  clerks,  agents,  and  other 
employees,  and  shall  have  power  to  remove  them  at  any  time.  It  shall  exam- 
ine the  books  at  least  every  three  months,  and  report  their  condition  to  the 
board.  It  shall  adjust  all  losses,  invest  the  funds  of  the  company,  make  all 
loans,  and  do  such  other  business  as  the  board  may  direct.  All  loans,  and  every 
transaction  involving  the  expenditure  of  money,  must  have  the  approval  of 
the  committee  in  writing. 

Sec.  2.  Quorum  of  Executive  Committee. — All  business  of  the  committee 
must  be  transacted  in  regular  session.  Four  members  shall  constitute  a quo- 
rum, and  an  affirmative  vote  of  a majority  of  those  present  shall  be  required  for 
the  transaction  of  business.  The  committee  shall  elect  a chairman  and  a clerk, 
and  shall  keep  a faithful  record  of  its  transactions,  and  report  them  to  the 
regular  meetings  of  the  board. 

Article  16.  Sec.  i.  Duties  of  the  Counsel. — It  shall  be  the  duty  of  the 
counsel  to  give  such  legal  advice  as  may  be  solicited  by  the  board,  the  com- 
mittees, or  the  officers;  to  examine  all  titles,  or  abstracts  of  titles,  and  mort- 
gages of  property  referred  to  them,  and  report  thereon;  and  to  transact  the 
legal  business  of  the  company  under  the  direction  of  the  officers  and  of  the 
executive  committee. 

Article  17.  Sec.  i.  Investments. — All  funds  which  the  company  may  be 
able  to  invest  from  time  to  time  shall  be  invested  in  the  securities  authorized 
by  the  law  of  Ohio  enacted  May  15,  1878,  as  follows: 

First.  In  United  States,  State,  county  or  city  bonds,  provided  that  the  mar- 
ket value  of  said  bonds,  at  the  date  of  purchase,  shall  be  at  least  eighty  per  cent 
of  their  par  value. 

Second.  In  bonds  and  mortgages  upon  unincumbered  real  estate  the  market 
value  thereof  being  at  least  double  the  amount  loaned  thereon,  exclusive  of 
buildings,  at  the  date  of  said  investment.  The  value  of  such  real  estate  shall  be 
determined  by  a valuation  made  under  oath  by  two  real  estate  owners,  residents 
of  the  county  where  the  real  estate  may  be  located. 

Third.  Loans  may  be  made  upon  the  pledge  of  said  bonds  or  mortgages, 
provided  that  the  current  market  value  of  said  bonds  or  mortgages  shall  be 
at  least  twenty-five  per  cent  more  than  the  amount  loaned  thereon. 


UNION  CENTRAL  LIFE. 


3^3. 

Fourth.  Loans  may  also  be  made  upon  a company’s  own  policies,  but  not 
exceeding  the  reserve  thereon,  which  is  the  present  value,  according  to  the 
American  mortality  experience  tables,  with  interest  at  four  per  cent. 

But  the  company  may  accept  any  other  assets  than  herein  enumerated,  in 
payment  of  debts,  in  order  to  protect  its  interests;  and  may  acquire  real  estate 
for  its  own  use,  or  by  foreclosure,  in  accordance  with  the  laws  of  the  State. 

Sec.  2.  Securities  to  be  Deposited. — The  president  and  the  chairman  of  the 
executive  committee  shall  purchase  all  bonds  ordered  by  the  committee,  and 
shall  deposit  them  for  safe  keeping  in  a box  rented  for  the  purpose  from  the 
Safe  Deposit  Company,  of  Cincinnati;  which  box  shall  be  opened  by  the  presi- 
dent only  in  the  presence  of  the  chairman  of  the  executive  committee. 

Sec.  3.  Conditional  Loans  to  Employees. — No  loan  shall  be  made  to  any 
officer,  director  or  employee  of  the  company,  until  it  has  been  approved  by  the 
board  of  directors. 

Article  18.  Sec.  i.  Receipts  and  Payments. — No  assignment  or  payment 
of  the  principal  of  any  mortgage  note,  payable  to  the  company,  shall  be  valid 
except  upon  the  joint  endorsement  or  receipt  of  the  president  and  the  treas- 
urer; and  a stipulation  to  this  effect  shall  be  incorporated  in  the  bond  as  a part 
of  the  contract.  If  the  money  is  paid  at  the  home  office,  the  receipts  shall  be 
countersigned  by  the  cashier. 

Sec.  2.  Receipts  for  Moneys. — Receipts  for  moneys  paid  at  the  home  office 
shall  in  all  cases  be  signed  by  the  secretary  and  countersigned  by  the  cashier; 
and  the  receipts  at  the  agencies  shall  be  signed  by  the  secretary  and  counter- 
signed by  the  agent. 

Sec.  3.  Signing  Checks  and  Drafts. — All  checks  and  drafts  for  the  payment 
of  money  shall  be  signed  by  the  president  and  the  treasurer,  and  made  payable 
to  the  order  of  the  person  to  whom  the  same  is  due.  No  check  or  draft  shall 
be  signed  by  any  officer  in  blank.  In  the  absence  of  the  president  and  the 
vice-president,  the  chairman  of  the  executive  committee  shall  sign  all  checks 
or  drafts  in  the  place  of  the  president. 

Sec.  4.  Relating  to  Interest  Overdue. — No  interest  on  any  bond  or  mortgage 
belonging  to  the  company  shall  be  allowed  to  remain  due  longer  than  thirty 
days  without  a suit  for  foreclosure  being  directed  by  the  president,  unless  the 
executive  committee  authorize  a longer  delay. 

Article  19.  Sec.  i.  Amendments. — These  by-laws  may  be  amended  at  any 
regular  or  called  meeting  of  the  stockholders,  a majority  of  the  entire  stock 
voting  for  the  amendments. 

Article  20.  Sec.  i.  Duties  of  the  Actuary. — The  actuary,  under  the  super- 
vision of  the  manager  of  insurance,  shall  annually  value  all  of  the  policies  of 
the  company,  calculate  the  distribution  of  surplus,  and  perform  such  other 
actuarial  duties  as  may  be  required  of  him  by  the  company. 

In  addition  to  the  officers  mentioned  in  article  7,  section  1,  there  shall  be  an 
actuary,  who  shall  be  elected  annually  by  the  board  of  directors. 


364 


CHARTERS  OF  LIFE  INSURANCE  COMPANIES. 


UNION  MUTUAL  LIFE  INSURANCE  COMPANY. 

As  Amended  March  7,  1889. 

Be  it  enacted  by  the  Senate  and  House  of  Representatives  in  legisla- 
ture assembled,  as  follows: 

The  various  acts  which  constitute  the  charter  of  the  Union  Mutual 
Life  Insurance  Company  are  hereby  consolidated  and  amended,  so 
that  the  following  shall  be  the  charter  of  said  company : 

Sec.  1.  [Incorporation  of  the  Company.] — Joseph  H.  Williams, 
E.  Brown  Pratt  and  J.  Walker  Judd,  their  associates  and  successors, 
and  all  others  who  may  hereafter  become  members  of  this  company, 
as  hereinafter  provided,  are  hereby  constituted  a body  corporate,  by 
the  name  of  the  “Union  Mutual  Life  Insurance  Company and  by  that 
name  may  sue  and  be  sued ; appear,  and  prosecute,  and  defend  suits  to 
final  judgment  and  execution  in  any  courts  and  elsewhere;  may  have  a 
common  seal,  and  alter  the  same  at  pleasure ; and  may  purchase,  hold, 
and  convey  in  this  State,  or  in  any  other  State  or  country,  all  such  prop- 
erty, real  and  personal,  as  may  be  deemed  necessary  for  the  use  or 
accommodation  of  the  business  of  the  company,  or  for  the  investment 
of  its  funds. 

Sec.  2.  [Board  of  Directors  to  he  Chosen.] — As  soon  as  applica- 
tions for  insurance  shall  be  made  to  said  corporators,  or  either  of  them, 
to  the  amount  of  one  hundred  thousand  dollars,  in  sums  not  exceeding 
five  thousand  dollars  upon  any  one  life,  they,  or  any  two  of  them,  may 
call  the  first  meeting  of  said  company,  by  giving  notice  of  the  time  and 
place  for  holding  the  same,  in  one  of  the  newspapers  printed  in 
Augusta,  fifteen  days  at  least  prior  to  the  said  meeting ; and  it  shall  be 
lawful  for  the  said  corporators  and  their  associates  then  and  there  to 
choose  by  ballot  a board  of  twelve  directors,  who  shall  be  members  of 
said  company,  and  continue  in  office  until  others  shall  be  chosen  as 
hereinafter  provided. 

Sec.  3.  [Policyholders  Deemed  to  he  Members.] — Every  person 
whose  life  shall  be  insured  in  this  company,  according  to  the  provisions 
of  this  act,  shall  be  deemed  a member  thereof  during  the  period  of  such 
insurance,  and  until  the  policy  shall  be  paid,  canceled,  or  surrendered, 
according  to  the  terms  of  this  act  and  the  by-laws  of  the  company  and 
no  longer ; and  shall  be  entitled  to  one  vote,  and  to  an  additional  vote  for 
each  thousand  dollars  of  insurance  above  one  thousand.  And  any  mem- 
ber may  vote  by  proxy,  if  the  same  be  given  directly  to  the  person  pro- 


UNION  MUTUAL  LIFE.  365, 

ducing  it  at  any  meeting;  but  no  person  or  corporation  shall  have  the 
right  to  vote  on  any  policy  of  reinsurance  issued  by  this  company. 

Sec.  4.  [Election  of  Directors .] — An  annual  meeting  of  the  said 
company  shall  be  held  on  the  second  Wednesday  in  January,  or  within 
one  month  after  in  each  year  at  Augusta,  or  such  other  place  as  the 
directors  may  deem  more  convenient  to  a majority  of  the  members,  at 
which  directors  shall  be  chosen  by  ballot  to  fill  the  places  of  those  whose 
terms  shall  then  expire;  and  public  notice  of  said  meetings  shall  be 
given  by  the  secretary  in  one  or  more  newspapers  printed  in  Augusta, 
and  in  one  or  more  newspapers  printed  in  such  other  place  as  may  at 
any  time  be  designated,  as  aforesaid,  for  holding  the  same,  fifteen  days 
at  least  prior  to  the  said  meetings ; and  in  case  of  a failure  to  elect 
directors  at  any  meeting,  the  same  may  be  adjourned  from  time  to 
time  until  such  election  shall  be  effected  or  completed. 

Sec.  5.  [Directors  to  Fix  Premiums.] — The  directors  shall  con- 
tinue in  office  during  the  term  for  which,  under  the  by-laws  they  are 
chosen,  and  until  a new  election  shall  be  made ; and  they  shall  have 
power  to  fill  any  vacancy  in  the  board,  which  may  happen  by  death  or 
otherwise,  until  the  next  annual  election  of  directors  ;*  five  of  them 
shall  constitute  a quorum  for  the  transportation  of  business ; they  shall 
fix  and  determine  the  rate  of  premium  on  all  policies  of  insurance  that 
the  company  shall  issue,  and  the  terms  and  manner  of  the  payment 
thereof ; and  may  adopt  such  by-laws  and  other  rules  and  regulations 
for  discharging  the  various  functions,  and  conducting  and  transacting 
the  business  and  affairs  of  the  company,  as  they  shall  deem  necessary 
and  useful ; and  exercise  all  the  corporate  powers  of  said  company  not 
inconsistent  with  the  provisions  of  the  'charter  or  the  other  laws  of 
the  State. 

Sec.  6.  [Directors  to  Choose  Officers.] — The  directors  shall  have 
power  to  choose  a president,  vice-president,  secretary  and  clerk,  and 
such  other  officers  and  agents  as  they  may  deem  necessary  for  the  prose- 
cution of  the  business  of  the  company,  who  may  or  may  not  be  members 
of  the  board  of  directors ; they  shall  prescribe  the  term  of  office,  the 
duties  and  compensation  of  said  officers  and  agents,  and  take  such 
security  from  them  as  they  may  think  proper  for  the  faithful  discharge 
of  their  respective  duties. 

Sec.  7.  [Directors  to  Make  Investments.] — The  directors  shall  at 
all  times  superintend  the  affairs,  and  manage  the  funds,  property,  and 
estate  of  the  company ; and  shall  invest  the  funds  of  the  company  in  the 
name  of  the  company ; or  they  may  invest  them  in  the  name  of  trustees, 

* Vacancies  must  then  be  filled  for  the  remainder  of  the  term  of  the  class  in  which  they 
occur.  R.  S.,  Ch.  49,  Sec.  3. 


366 


CHARTERS  OF  LIFE  INSURANCE  COMPANIES. 


whenever  they  deem  it  necessary  to  do  so  in  order  to  preserve  and  pro- 
tect the  interests  of  the  company,  and  to  secure  a perfect  title  to  prop- 
erty held  as  investments  or  as  security  for  investments.  But  it  shall 
not  be  lawful  for  them  to  loan  any  sum  of  money  to  any  director  or 
other  officer  of  the  company  upon  any  security  whatever. 

Sec.  8.  [May  Issue  Life  and  Accident  Insurance.] — The  company 
may  issue  contracts  of  life  and  accident  insurance,  and  grant  annuities 
and  endowments,  and  all  such  contracts  shall  be  signed  by  the  presi- 
dent or  vice-president,  and  by  the  secretary  thereof ; and  the  same  shall 
bind  the  said  company,  upon  delivery  and  upon  payment  of  the  pre- 
mium chargeable  thereon,  to  the  satisfaction  of  the  directors,  and  in 
accordance  with  their  rules  and  regulations.  And,  upon  the  death  of 
any  person  upon  whose  life  this  company  shall  have  a subsisting  policy 
of  insurance,  the  sum  insured  shall  become  due  and  payable  in  ninety 
days  from  the  time  the  same  shall  be  proved  and  established  accord- 
ing to  the  terms  of  such  policy,  unless  the  policy  provides  for  a dif- 
ferent time  of  payment.  And  the  said  company  may  cause  itself  to  be 
insured  against  the  hazard  of  any  risk  assumed  by  them. 

Sec.  9.  [Policies  for  the  Benefit  of  Women  and  Minors.] — The  said 
company  may  issue  policies  of  insurance  upon  the  life  of  any  person 
expressed  to  be  for  the  benefit  of  any  woman,  minor  or  minors ; and 
the  same  shall  inure  to  the  sole  use  and  benefit  of  such  person  or  per- 
sons so  expressed  as  aforesaid,  independently  of  the  one  whose  life 
may  be  thus  insured,  as  well  as  of  his  or  her  creditors,  and  of  the  credi- 
tors of  such  woman,  minor  or  minors. 

Sec.  10.  [Dividends  to  Policyholders.] — The  fiscal  year  of  the  said 
company  shall  close  on  the  thirty-first  day  of  December  annually ; and 
on  the  first  Wednesday  of  January  following,  or  within  one  month 
thereafter,  the  directors  shall  cause  an  estimate  to  be  made,  as  near  as 
may  be  practicable,  of  the  true  state  of  the  affairs  of  the  company  at 
the  said  close,  and  of  their  business  for  the  last  fiscal  year,  and  a balance 
to  be  struck  of  the  accounts  of  the  company;  and  thereupon  compute 
the  reserve,  as  required  by  law,  for  insurance  of  the  risks  of  all  out- 
standing policies,  and  shall  then  ascertain  the  net  surplus  of  the  total 
assets  over  the  aggregate  of  the  losses,  payments  and  expenses  of  the 
said  year,  and  the  reserve,  computed  as  aforesaid.  They  may,  when- 
ever they  deem  it  for  the  interests  of  the  policyholders,  but  not  oftener 
than  once  a year,  apportion  and  distribute  this  surplus,  or  any  part 
thereof,  to  the  policies  which  were  in  force,  at  the  close  of  the  said  last 
fiscal  year,  and  then  entitled  to  participate  in  such  apportionment,  in 
the  ratio  in  which  the  said  policies  severally  contributed  to  the  forming 
of  such  surplus ; and  record  shall  be  made  and  preserved  of  such  ap- 


UNION  MUTUAL  LIFE. 


367 


•portionments ; and  the  same  shall  be  binding  upon  all  parties  interested 
in  any  policy  issued  or  risk  taken  by  the  said  company,  which,  by  the 
terms  of  the  policy  or  by  the  contract  for  the  risk,  is  entitled  to  par- 
ticipate in  the  said  surplus.  But  the  directors  may  make  the  payments 
of  such  dividends  conditional  upon  the  payment  of  the  premium  next 
becoming  due. 

Sec.  11.  [May  Issue  Participating  and  Non-Participating  Policies.] 
— Nothing  in  this  act  shall  be  construed  to  prevent  the  company  from 
issuing  policies  with  or  without  a participation  in  the  profits  of  said 
company,  or  for  a limited  term  of  years ; nor  to  prevent  the  issuing  of 
policies  for  a larger  amount  than  five  thousand  dollars,  when  the  ac- 
cumulated premiums  shall  have  reached  the  sum  of  one  hundred  thou- 
sand dollars. 

Sec.  1 2.  [Amenable  to  the  General  Laws.] — Nothing  herein  con- 
tained shall  be  construed  to  exempt  said  company  from  the  operation 
of  the  general  laws  of  the  State. 


EXTRACTS  FROM  THE  BY-LAWS. 

1.  The  government  of  this  company  shall  consist  of  a president  and  twelve 
directors.  The  directors  are  hereby  divided,  in  accordance  with  the  power 
given  by  the  laws  of  the  State  of  Maine,  into  three  classes,  of  four  each.  At  the 
annual  election  in  the  year  one  thousand  eight  hundred  and  seventy-six,  four 
directors  shall  be  elected  for  one  year,  four  for  two  years,  and  four  for  three 
years;  and,  at  subsequent  annual  meetings,  four  shall  be  elected  for  three  years, 
and  any  vacancies  filled  in  the  other  classes. 

9.  There  shall  be  the  following  standing  committees  appointed  by  the  board 
on  nomination  of  the  president,  or  in  such  other  manner  as  the  board  may 
determine,  to  hold  their  office  until  the  next  annual  meeting  of  the  board  for 
organization: 

A finance  committee. 

A committee  on  losses. 

An  auditing  committee. 

Each  committee  may  make  such  regulations  for  its  own  government,  not 
inconsistent  with  the  charter,  by-laws,  and  rules  of  the  company,  as  it  may  see 
fit;  and,  with  the  aid  of  the  secretary,  shall  keep  a record  of  its  proceedings,  to 
be  submitted  to  the  board  at  its  next  meeting.  When  any  member  of  a com- 
mittee is  absent  from  a stated,  or  duly  called  special  meeting  of  any  committee, 
the  president,  or,  in  his  absence,  the  vice-president,  or  the  members  of  the 
committee  present  may  appoint  any  director  to  act  in  his  place  for  that  meeting. 

10.  The  finance  committee  shall  consist  of  the  president  and  vice-president, 
who  shall  be  members  ex-officio,  and  four  directors;  they  shall  hold  meetings 
whenever  the  president  shall  deem  it  necessary,  and  shall  superintend  and 
direct  the  investment  of  the  funds  of  the  company.  They  may  authorize  a 
change  of  investments,  a sale  of  securities,  an  assignment,  discharge  and  release 
of  mortgages  in  whole  or  in  part,  and  a foreclosure  of  the  same  in  the  manner 
provided  by  the  laws  of  the  State  and  country  in  which  the  mortgaged  prop- 


368 


CHARTERS  OF  LIFE  INSURANCE  COMPANIES. 


erty  is  situated;  and  may  authorize  the  sale  of  any  real  estate  held  by  the  com- 
pany or  in  trust  for  the  company;  and  whenever  the  finance  committee  shall 
authorize  any  of  the  foregoing,  the  president,  and,  in  his  absence,  the  vice- 
president,  or,  by  special  vote  of  the  finance  committee,  a member  of  said  com- 
mittee, is  authorized  to  do  all  acts,  and  to  execute  in  the  name  of  the  company 
and  deliver  all  the  instruments  necessary  and  proper  for  that  purpose. 

Whenever  any  loan,  secured  by  collateral  security,  is  paid,  or  a change  is 
made  in  the  security,  the  president,  and,  in  his  absence,  the  vice-president,  or, 
by  special  vote  of  the  finance  committee,  a member  of  said  committee,  is  au- 
thorized to  reassign  the  security,  and,  in  the  name  of  the  company,  to  do  all 
acts  and  execute  and  deliver  all  the  instruments  necessary  and  proper  for  that 
purpose. 

Whenever  any  loan,  secured  by  a mortgage,  is  paid,  the  president,  and,  in  his 
absence,  the  vice-president,  or,  by  special  vote  of  the  finance  committee,  a 
member  of  said  committee,  may  discharge  such  mortgage. 

The  committee  shall  examine  quarterly  the  cash  assets  and  securities,  and 
report  thereon  to  the  board. 

11.  The  committee  on  losses  shall  consist  of  five  directors  and  the  president. 
It  shall  be  the  duty  of  this  committee  to  examine  the  papers  and  proofs  of 
losses,  to  fully  investigate  and  decide  upon  all  claims  respecting  the  same,  and 
report  at  each  stated  meeting  the  amount  of  loss,  if  any;  but  no  loss  shall  be 
paid  unless  at  least  a majority  of  this  committee  shall  concur,  without  directions 
from  the  board. 

12.  The  auditing  committee  shall  consist  of  three  directors,  to  whom  shall 
be  referred,  at  least  monthly,  for  examination  and  audit,  the  accounts  and  bills 
of  the  cash  payments  and  disbursements  of  the  company  and  vouchers  therefor. 

14.  The  funds  of  the  company  shall  be  deposited  in  such  bank  or  banks  as 
may  be  designated  by  the  finance  committee,  and  shall  be  drawn  therefrom 
only  on  checks  or  drafts  signed  by  the  president  and  countersigned  by  the  sec- 
retary, assistant  secretary  or  actuary,  but,  in  the  absence  of  the  president,  the 
vice-president  or  any  member  of  the  finance  committee  may  sign  checks  or 
drafts  in  the  place  of  the  president. 

15.  The  president,  vice-president,  secretary,  assistant  secretary  or  actuary 
has  authority  to  endorse  for  collection  any  drafts,  checks  or  other  negotiable 
instruments  payable  to  the  company,  and  to  receipt  for  money  due  the  com- 
pany on  payment  thereof. 

16.  Until  otherwise  ordered  by  the  directors,  the  board  shall  meet  on  the 
last  Tuesday  of  each  month  at  three  o’clock  in  the  afternoon.  Special  meetings 
may  be  called  by  the  president,  or  by  any  four  directors,  notice  whereof  shall 
be  given  to  each  director  by  the  secretary  through  the  mail  or  otherwise;  and 
his  record  that  he  has  given  such  notice  shall  be  evidence  thereof. 

18.  The  meeting  of  the  directors  for  the  election  of  officers  shall  be  their 
next  meeting  after  the  annual  meeting  of  the  corporation;  and  the  officers  of 
the  preceding  year  shall  hold  over  until  that  time,  and  until  their  successors, 
are  chosen,  provided  that  terms  of  office  fixed  under  the  provisions  of  the 
charter  or  by-laws  shall  not  be  affected  thereby. 

19.  These  by-laws  may  be  amended,  altered  or  repealed  at  any  regular  meet- 
ing of  the  directors,  by  a vote  of  a majority  of  the  whole  board,  provided 
notice  of  the  proposed  change  shall  have  been  given  in  the  call  for  said  meeting. 

As  adopted  October  30,  1893,  with  amendments  to  August  1,  1902. 


UNITED  STATES  LIFE. 


369 


THE  UNITED  STATES  LIFE  INSURANCE  COMPANY  IN 
THE  CITY  OF  NEW  YORK. 


[ Declaration  of  Incorporators.] — We,  the  subscribers,  having  agreed 
to  organize  ourselves,  under  the  laws  of  the  State  of  New  York,  as 
a life  insurance  company,  do  hereby  adopt  the  following  charter : 

Article  i.  [Name  of  Company.] — This  company  shall  be  called 
“The  United  States  Life  Insurance  Company  in  the  City  of  New  York,” 
and  its  place  of  business  shall  be  in  the  said  city. 

Article  2.  [Business  to  be  Transacted.] — The  business  of  the  com- 
pany shall  be  to  make  insurance  on  lives  of  individuals,  and  every  in- 
surance appertaining  thereto,  or  connected  with  life  risks,  and  to  grant, 
purchase,  or  dispose  of  annuities. 

Article  3.  [Guarantee  Capital.] — The  insurance  business  of  the 
company  shall  be  transacted  upon  the  mutual  principle,  except  where 
by  express  agreement  between  the  company  and  the  assured,  such 
mutuality  is  waived;  and  there  shall  be  a guarantee  capital  of  at  least 
one  hundred  thousand  dollars. 

Article  4.  Sec.  i.  [Corporate  Powers  Vested  in  Directors.  — 
All  the  corporate  powers  of  the  company  shall  be  exercised  by  a board 
of  directors,  and  such  officers  and  agents  as  they  may  appoint. 

Sec.  2.  [Number  of  Directors.] — The  board  of  directors  shall  con- 
sist of  thirty  persons,  a majority  of  whom  shall  be  citizens  of  the  State 
of  New  York,  and  each  of  whom  shall  be  a proprietor  of  the  guarantee 
capital  in  his  own  right,  or  an  insurer  for  life,  paying  a premium  of  at 
least  eighty  dollars  per  annum,  or  entitled  to  an  annuity  of  not  less 
than  eighty  dollars  per  annum. 

Sec.  3.  [Directors  Divided  Into  Classes.] — The  first  board  of  di- 
rectors shall  consist  of  the  first  thirty  subscribers  hereto,  who  shall 
possess  the  necessary  qualifications  as  above  declared.  This  board 
shall  divide  itself  by  lot  into  three  classes,  of  ten  each.  The  term  of 
office  of  the  first  class  shall  expire  at  the  end  of  one  year ; that  of  the 
second  class  at  the  end  of  two  years,  and  that  of  the  third  class  at 
the  end  of  three  years ; and  hereafter,  ten  directors  shall  be  an- 
nually chosen,  who  shall  hold  their  office  for  three  years,  or  until  their 
successors  are  elected.  Directors  shall  be  re-eligible ; and  vacancies 
occurring  in  the  intervals  of  elections  shall  be  filled  by  the  board. 


37° 


CHARTERS  OF  LIFE  INSURANCE  COMPANIES. 


Sec.  4.  [Annual  Election  of  Directors.] — The  election  for  di- 
rectors shall  be  held  annually,  during  the  month  of  March,  at  the  office 
of  the  company;  and  the  board  shall  give  at  least  ten  days’  notice 
thereof,  in  two  daily  newspapers  published  in  said  city.  In  case  of  a 
failure  to  elect  on  that  day,  the  directors  whose  regular  terms  do  not 
expire,  shall  proceed  to  elect  ten  directors  (or  such  number  as  may 
have  failed  of  election)  who  shall  with  them  constitute  the  board. 

Sec.  5.  [Inspectors  of  Election.] — Every  election  for  directors 
shall  be  by  ballot,  and  a plurality  of  votes  shall  elect.  Three  inspectors 
for  the  next  succeeding  election  shall  be  elected  at  the  same  time  and 
in  the  same  manner. 

Sec.  6.  [Shareholders  may  Vote  by  Proxy.] — Every  shareholder 
shall  be  entitled  to  one  vote  for  directors  for  every  share  of  capital 
stock  standing  in  his  name  on  the  books  of  the  company ; and  it  shall  be 
lawful  for  any  member  of  the  company  possessing  the  right  to  vote, 
to  do  so  by  proxy,  duly  authorized  in  writing,  but  no  member  shall 
be  entitled  to  vote  who  is  in  default  or  arrears  to  the  company. 

Article  5.  Sec.  i.  [Quorum  of  Directors.] — Seven  directors 
shall  constitute  a quorum  for  the  transaction  of  business,  but  a lesser 
number  may  meet  and  adjourn  from  time  to  time,  until  a quorum  shall 
attend. 

Sec.  2.  [Election  of  President.] — The  board  of  directors  shall,  im- 
mediately on  the  organization  of  the  company,  and  annually  there- 
after, elect  one  of  their  own  number,  being  a citizen  of  this  State, 
president  of  the  company,  and  fix  the  salary  to  be  paid  him. 

Sec.  3.  [Other  Officers  to  be  Appointed.] — The  board  may  also, 
from  time  to  time,  appoint  a vice-president,  secretary,  and  such  other 
officers  and  agents  as  they  may  deem  requisite,  and  the  same  remove  at 
pleasure,  and  fix  their  compensation. 

Sec.  4.  [Directors  May  Enact  By-Laws.] — The  board  shall  have 
power  to  enact  by-laws,  rules  and  regulations  for  the  government  of 
the  officers  and  agents  of  the  company,  and  the  conduct  of  its  affairs, 
not  inconsistent  with  the  Constitution  and  laws  of  this  State ; and 
such  by-laws,  rules  and  regulations,  to  alter  and  repeal  at  pleasure. 

Sec.  5.  [Board  to  Fix  Premiums.] — The  board  may  regulate  the 
rate  and  amount  of  premiums,  and  the  mode  and  manner  of  the  pay- 
ment of  the  same. 

Sec.  6.  [Other  Powers  of  Directors.] — The  board  shall  possess  all 
the  other  powers  usually  vested  in  boards  of  directors,  and  not  incon- 
sistent with  this  charter  or  the  constitution  and  laws  of  this  State. 

Article  6.  Sec.  i.  [Stock  Shares  Transferable.] — The  guar- 
antee capital  shall  be  divided  into  shares  of  fifty  dollars  each,  which 


UNITED  STATES  LIFE. 


371 


shall  be  personal  property  transferable  on  the  books  of  the  company, 
according  to  law  and  the  by-laws  of  the  company. 

Sec.  2.  [Books  of  Subscription  to  be  Opened.] — James  Suydam, 
John  J.  Cisco,  and  Wilson  G.  Hunt,  shall  be  commissioners  to  open 
books  of  subscription  to  the  guarantee  capital,  who  shall  give  at  least 
three  days’  notice  in  two  daily  newspapers  in  the  city  of  New  York,  of 
the  time  and  place  at  which  said  books  shall  be  opened,  and  .shall  keep 
said  books  open  until  the  full  amount  of  one  hundred  thousand  dollars 
is  subscribed. 

Sec.  3.  [Increase  of  Capital  Authorized.] — If  consistent  with  the 
then  existing  laws  of  this  State,  the  directors  may,  at  any  time,  increase 
the  guarantee  capital  by  subscriptions,  until  the  same  shall  amount  to 
one  million  of  dollars ; but  before  opening  books  for  that  purpose,  they 
shall  give  notice  of  their  intention  so  to  do,  by  three  months’  notice  in 
two  daily  newspapers  published  in  the  city  of  New  York,  or  with  such 
other  formalities  as  the  law  may  require ; and  proprietors  of  the  then 
existing  guarantee  capital  shall  have  the  preference  in  subscriptions 
for  the  increased  capital. 

Sec.  4.  [Interest  Allowed  on  Capital.] — The.  proprietors  of  the 
guarantee  capital  may  be  allowed  semi-annually,  interest  thereon,  not 
exceeding  seven  per  cent  per  annum. 

Sec.  5.  [Dividends  to  Policyholders.] — Twenty  per  cent  of  the  net 
profits  of  the  company,  after  paying  said  interest,  shall  be  apportioned 
pro  rata,  among  the  proprietors  of  the  guarantee  capital,  and  the  re- 
maining eighty  per  cent  thereof  shall  be  apportioned  pro  rata,  among 
the  assured  insuring  on  the  mutual  principle,  who  shall  have  paid  an 
annual  premium  three  years  in  succession. 

Sec.  6.  [Dividends  to  be  Made  Triennially.] — The  said  company, 
at  the  expiration  of  three  years  from  the  time  that  the  first  policy  shall 
have  been  issued  and  bear  date,  and  within  thirty  days  thereafter  and 
during  the  first  thirty  days  of  every  subsequent  period  of  three  years, 
shall  cause  a balance  to  be  struck  of  the  affairs  of  the  company,  in 
which  they  shall  charge  each  holder  of  a policy  with  a proportionate 
share  of  eighty  per  cent  of  the  losses  and  expenses  of  said  company, 
according  to  the  amount  of  premium  paid  on  such  policies ; but  in  no 
case  to  exceed  the  amount  of  the  profits  thereon,  to  his  credit,  and  shall 
charge  each  proprietor  of  the  guarantee  capital  with  his  proportion  of 
twenty  per  cent  of  the  said  losses  and  expenses.  Each  holder  of  a 
policy  shall  be  credited  with  its  proportionate  share  of  eighty  per  cent  of 
the  net  profits  of  the  company  as  aforesaid,  and  in  case  of  the  death 
of  an  insured  party,  the  amount  insured  and  the  profits  standing  to 
his  credit,  at  the  last  preceding  striking  of  the  balance  shall,  within 


372 


CHARTERS  OF  LIFE  INSURANCE  COMPANIES. 


three  months,  be  paid  over  to  his  legal  representatives  or  assigns,  and  the 
proportion  of  profits  which  shall  be  found  to  belong  to  said  policy- 
holder, at  the  next  subsequent  striking  of  said  balance,  shall  be  paid 
over  to  the  legal  representatives  or  assigns  of  such  deceased,  within 
three  months  after  the  said  last  mentioned  balance  shall  be  struck;  it 
being  understood,  however,  that  no  fraction  of  a year  shall  be  estimated 
:n  determining  a right  to  profits.  Each  holder  of  the  guarantee  capital 
shall  be  entitled  to  draw  whatever  may  appear  to  his  credit  over  and 
above  his  capital  upon  striking  such  a balance,  his  capital  being  left 
open  for  accumulation  for  each  interval. 

Sec.  7.  [Forfeiture  of  Policies.] — Any  person  insuring  in  the  com- 
pany who  shall  omit  to  pay  any  premium,  or  any  periodical  payment 
due  from  him  to  the  company,  shall  thereby  forfeit  to  the  company  all 
claims  under  his  policy,  and  all  previous  payments  made  by  him. 

Article  7.  [The  Fiscal  Year.] — The  company’s  fiscal  year  shall  com- 
mence on  the  first  day  of  January  and  terminate  on  the  thirty-first  day  of 
December  in  each  year.  Josiah  Rich,  John  J.  Cisco,  George  Folsom, 
Chas.  E.  Bill,  James  Suydam,  Edward  S.  Clark,  James  Marsh,  Jeremiah 
Clark,  Thomas  C.  Doremus,  P.  C.  VanSchaick,  J.  F.  Butterworth, 
Isaac  N.  Phelps,  Isaac  A.  Storm,  Francis  T.  Luqueer,  James  S.  Pol- 
hemus,  Edward  S.  Gould,  Luther  Bradish,  B.  R.  Winthrop,  Chas.  M. 
Connolly,  John  J.  Phelps,  B.  F.  Wheelwright,  Wm.  T.  Whittemore, 
Wilson  G.  Hunt,  Richard  F.  Carman,  Frederick  Sheldon,  Gerard 
Stuyvesant,  D.  H.  Arnold,  Clinton  Gilbert,  John  A.  Luqueer,  S.  B. 
Althause,  S.  W.  Anderson,  Georgfe  H.  Swords. 


[Amendment  of  1870.] 

An  act  to  amend  the  charter  of  the  United  States  Life  Insurance  Com- 
pany, passed  May  6,  1870.  The  people  of  the  State  of  New  York, 
represented  in  Senate  and  Assembly,  do  enact  as  follows : 

Sec.  1.  [Dividends  Payable  at  Discretion  of  Directors.] — The 
United  States  Life  Insurance  Company  may,  anything  in  any  law, 
charter  or  article  of  association  contained  to  the  contrary  notwithstand- 
ing, make  distribution  of  such  surplus  as  they  have  accumulated  or 
may  accumulate  annually,  or  once  in  two.  three,  four  or  five  years,  as 
the  direc  ors  thereof  may  from  time  to  time  determine. 

Sec.  2.  [Manner  of  Distributing  Surplus.] — Such  portion  of  sur- 
plus funds  as  the  policyholders  may  be  entitled  to,  may  be  distributed 
among  the  policyholders  of  such  company,  in  proportion  to  the  sums  of 
money  which  each  member  has  contributed  to  the  total  of  the  surplus 
funds  to  be  distributed  among  all  the  policyholders,  and  including  in 


UNITED  STATES  LIFE. 


373 


such  distribution  a just  and  equitable  allowance  for  interest;  and  any 
such  dividends  of  surplus  may,  at  the  option  of  the  company,  be  credited 
to  the  holder  of  the  policy,  to  accumulate  for  his  benefit,  or  may  be 
paid  in  cash  to  the  policyholder,  or  be  applied  to  the  purchase  of  addi- 
tional insurance,  or  in  reduction  of  or  toward  the  payment  of  pre- 
miums ; and  it  shall  be  lawful  for  said  company  at  any  time,  by  agree- 
ment with  the  policyholder,  to  take  a surrender  and  cancel  any  divi- 
dend which  may  be  or  now  is  standing  to  the  credit  of  any  policyholder, 
or  any  additional  insurance  that  may  have  been  purchased  with  any 
such  dividend.  Policies  which  have  become  payable  before  the  time 
when  such  distribution  is  made,  and  after  the  date  of  the  last  previous 
distribution  of  surplus,  may  share  in  the  same  equitably  and  propor- 
tionately. 

Sec.  3.  [Married  Woman’s  Policy.] — Any  policy  in  said  com- 
pany in  favor  of  a married  woman,  or  of  her  and  her  children,  or 
assigned  in  her,  or  her  and  their  favor,  on  the  written  request  of  said 
married  woman,  duly  acknowledged  before  a commissioner  of  deeds, 
or  other  officer  authorized  to  take  acknowledgement  of  deeds,  in  the 
same  manner  as  is  required  by  law  to  pass  her  dower  right  in  lands  of 
her  husband  and  on  the  written  request  of  the  policyholder,  may  be 
surrendered  to  and  purchased  by  the  said  company,  in  the  same  manner, 
as  any  other  policy. 

Sec.  4.  This  act  shall  take  effect  immediately. 


[Amendment  of  1872.] 

An  act  to  amend  the  charter  of  the  United  States  Life  Insurance  Com- 
pany in  the  city  of  New  York,  passed  May  10,  1872.  The  people 
of  the  State  of  New  York  represented  in  Senate  and  Assembly, 
do  enact  as  follows : 

Sec.  1.  [Scrip  Dividend  Certificates.] — The  sixth  section  in  Article 
6 of  the  charter  of  the  United  States  Life  Insurance  Company  in  the 
city  of  New  York  is  hereby  amended  so  as  to  read  as  follows  : “Sec.  6. 
The  said  company  shall,  within  thirty  days  after  the  fourth  day  of 
March,  1873,  and  in  every  subsequent  year,  cause  a balance  to  be  struck 
of  the  affaiis  of  the  company,  showing  the  gross  prefits  of  said  com- 
pany, if  any,  for  the  year  ending  on  the  thirty-first  day  of  December 
preceding ; and,  after  deducting  therefrom  all  proper  coots,  charges, 
expenses  and  interests  on  the  guarantee  capital  and  the  scrip  certifi- 
cates hereinafter  provided  for,  and  reserving  thereout  such  sums  as 
may  be  necessary  and  proper  to  be  applied  to  the  reserve  and  surplus 
fund  of  said  company,  shall  apportion  the  residue  of  the  net  profits  as 


374 


CHARTERS  OF  LIFE  INSURANCE  COMPANIES. 


is  provided  for  by  the  fifth  section  of  said  Article  6 of  the  said  charter 
as  hereby  amended.  The  distribution  of  the  sum  so  apportioned  to 
the  policyholders  of  said  company  shall  be  made  in  accordance  with 
the  provisions  of  Sec.  2 of  the  act  of  the  legislature,  entitled  ‘An  act 
to  amend  the  charter  of  the  United  States  Life  Insurance  Company, 
Passed  May  6,  1870/  it  being  understood,  however,  that  no  portion  of 
a year  shall  be  estimated  in  determining  a right  to  profits,  and  each 
holder  of  the  guarantee  capital  shall  be  credited  on  the  books  of  the 
company,  with  his  portion  of  the  net  profits,  so  declared  as  aforesaid, 
for  which  he  shall  be  entitled  to  receive  a scrip  certificate,  assignable 
only  on  the  books  of  the  company  on  surrender  of  the  certificate,  bear- 
ing an  annual  interest  of  seven  per  cent,  to  be  paid  semi-annually,  on 
the  same  days  on  which  interest  on  the  guarantee  capital  shall  be 
payable  and  so  on,  until  the  aggregate  of  the  guarantee  capital  and 
of  such  scrip  certificates  shall  amount  to  the  sum  of  one  million  dollars, 
when  said  scrip  shall  be  surrendered,  and  certificates  of  guarantee 
capital  shall  be  issued  in  lieu  thereof,  whereupon  the  guarantee  capital 
shall  consist  of  said  amount  of  one  million  dollars,  and  shall  be  entitled 
to  interest  as  now  provided  for  in  the  fourth  section  of  said  Article 
6 of  said  charter,  but  shall  not  be  entitled  to  any  pro  rata  share  in  the 
net  profits  of  said  company,  except  a sum  equal  to  three  per  cent  per 
annum  on  the  said  capital ; and  all  of  said  net  profits  ascertained  as 
above  directed,  except  said  last-mentioned  sum  of  three  per  cent  per 
annum  shall  be  apportioned  among  the  policyholders  in  said  company, 
in  the  same  manner  as  is  provided  in  the  second  section  of  the  said  act 
of  May  6,  1870/ 

Sec.  2.  [Amendment  to  Sec.  5.] — Sec.  5 of  said  Article  6 of  the 
said  charter  is  hereby  amended  by  striking  thereout  the  words  “who 
shall  have  paid  an  annual  premium  three  years  in  succession.” 

Sec.  3.  [Repeal  of  Inconsistent  Provisions.] — All  parts  of  said 
charter  inconsistent  with  the  provisions  of  this  act  shall,  from  the  date 
of  the  passage  of  this  act,  cease  to  be  operative  and  of  any  force. 

Sec.  4.  This  act  shall  take  effect  immediately. 


[Amendment  of  1882.] 

An  act  to  amend  the  charter  of  the  United  States  Life  Insurance  Com- 
pany in  the  city  of  New  York,  passed  March  31,  1882,  three-fifths 
being  present.  The  people  of  the  State  of  New  York,  represented 
in  Senate  and  Assembly,  do  enact  as  follows : 

Sec.  1.  [Cancellation  of  Scrip  Certificates.] — Whenever  the  ag- 
gregate of  the  guarantee  capital  and  scrip  certificates  of  the  United 


UNITED  STATES  LIFE. 


375 


States  Life  Insurance  Company  in  the  city  of  New  York  shall  amount 
to  the  sum  of  four  hundred  and  forty  thousand  dollars,  the  further  issue 
of  scrip  shall  cease,  and  the  board  of  directors  of  said  company  shall 
call  in  all  scrip  certificates  for  the  purposes  hereinafter  stated.  Written 
or  printed  notice  of  such  call  shall  be  served  upon  each  holder  of  said 
scrip  by  mailing  the  same  addressed  to  the  holder  thereof,  at  his  last 
known  place  of  business  or  residence  and  prepaying  the  postage  thereon. 
Proof  by  affidavit  of  such  service,  by  mailing  and  prepaying  of  postage, 
shall  be  sufficient  evidence  thereof  in  any  court  or  proceeding.  In- 
terest on  said  scrip  certificates  shall  cease  three  months  after  service  of 
such  notice,  or  upon  previous  surrender  of  the  scrip.  Said  scrip  cer- 
tificates may  be  surrendered  by  the  respective  holders  thereof  at  the 
company’s  principal  office  in  the  city  of  New  York,  and  upon  such 
surrender  the  said  certificates  shall  be  canceled  and  certificates  of 
guarantee  capital  shall  be  issued  in  lieu  thereof,  and  it  shall  be  allowable 
to  issue  certificates  for  fractional  shares  of  guarantee  capital  in  ex- 
change for  scrip  certificates  for  like  amounts ; whereupon  the  guarantee 
capital  shall  consist  of  said  amount  of  four  hundred  and  forty  thousand 
dollars,  and  the  holders  of  said  guarantee  capital  may  be  allowed  in- 
terest as  now  provided  for  in  the  fourth  section  of  Article  6 of  the 
charter  of  said  company,  but  shall  not  be  entitled  to,  nor  receive  any 
other  or  additional  rate  of  interest,  nor  to  any  pro  rata  or  other  share 
in  the  net  profits,  surplus  or  dividends  of  said  company ; but  thereafter 
the  entire  net  profits  and  divisible  surplus  shall  be  ascertained  by  the 
board  of  directors  in  accordance  with  the  contracts  between  the  said 
company  and  its  policyholders  respectively;  and  annually,  or  once  in 
two  or  more  years  thereafter,  the  sums  which  may  be  set  apart  by  the 
said  board  from  such  net  profits  or  divisible  surplus  for  such  purposes 
shall,  in  the  manner  provided  in  said  charter,  as  hereby  amended,  be 
apportioned  among  the  policyholders  entitled  to  participate  therein  ac- 
cording to  their  respective  classes  and  the  terms  of  their  respective 
contracts. 

Sec.  2.  [Repeal  of  Inconsistent  Sections.] — All  parts,  terms  and 
provisions  of  said  charter  not  in  accord  with  the  provisions  of  this  act, 
hereby  cease  to  such  extent  to  be  operative  or  be  in  force,  and  said 
charter  is  hereby  amended  according  to  the  provisions  of  this  act. 

Sec.  3.  This  act  shall  take  effect  immediately. 


EXTRACTS  FROM  THE  BY-LAWS. 

1.  The  annual  election  of  directors  and  three  inspectors  for  the  next  suc- 
ceeding election  shall  be  held  at  the  office  of  the  company  on  the  first  Monday 


376 


CHARTERS  OF  LIFE  INSURANCE  COMPANIES. 


in  March  of  each  year,  and  the  election  for  president  and  standing  committees 
for  the  ensuing  year  shall  be  held  at  the  stated  meeting  next  following.  All 
elections  for  president  and  standing  committees  shall  be  by  ballot.  Any  vacan- 
cies of  the  officers  or  committees  shall  or  may  be  filled  by  the  board  at  their 
next  meeting  after  the  announcement  of  the  same,  or  at  any  meeting  there- 
after. 

2.  The  board  of  directors  shall  or  may  at  any  stated  meeting  previous  to  the 
annual  election,  appoint  three  as  inspectors  to  preside  at  said  election,  as  sub- 
stitutes, in  case  one  or  more  of  the  inspectors  elected  shall  decline  or  fail  to 
attend.  If  said  stated  meeting  shall  fail  to  take  place,  the  president  shall  call  a 
special  meeting  for  the  purpose  aforesaid.  Said  special  meeting  shall  be  held 
at  least  ten  days  previous  to  the  holding  of  said  election. 

3.  The  officers  of  the  company,  besides  the  president,  shall  be  a vice-president, 
second  vice-president  and  third  vice-president,  a secretary,  assistant  secretary, 
and  actuary,  a cashier  and  a medical  examiner,  all  of  whom  shall  be  appointed 
by  the  board,  which  shall  or  may  from  time  to  time  fix  their  compensation,  and 
whose  duties  shall  be  such  as  prescribed  by  these  by-laws,  or  by  resolution  of  the 
board  at  any  time,  and  from  time  to  time ; such  officers  shall  hold  office  during  the 
pleasure  of  the  board.  The  directors  may  appoint  such  law  officers,  clerks  and 
agents  as  they  may  deem  necessary. 

4.  The  stated  meetings  of  the  board  of  directors  shall  be  held  on  the  second 
Tuesday  of  March,  June,  September  and  January,  at  the  office  of  the  company, 
at  1 o’clock  in  the  afternoon  of  such  days,  or  at  such  hour  as  the  board  may 
appoint  and  fix  by  resolutions  previously  passed. 

6.  The  president  may  call  a special  meeting  of  the  directors,  in  his  discre- 
tion; he  shall  also  call  a special  meeting  whenever  five  of  the  directors  shall 
request  him  in  writing  to  do  so.  All  special  and  stated  meetings  shall  be 
called  by  a written  or  printed  notice  to  each  director,  but  no  business  shall  be 
taken  up  or  sanctioned  at  a special  meeting  except  that  referred  to  in  said 
notice,  unless  with  the  consent  of  a majority  of  the  whole  board,  expressed  by 
their  votes  at  such  meeting. 

7.  Seven  directors  shall  constitute  a quorum  for  the  transaction  of  business. 

8.  Vacancies  in  the  board  of  directors  shall  be  filled  at  any  regular  meeting 
after  such  vacancy  is  announced  to  the  board  and  a nomination  has  been  made. 
Notice  of  such  intended  election  shall  be  inserted  in  the  call  issued  to  the 
directors  for  the  meeting. 

9.  There  shall  be  the  following  standing  committees,  all  of  which,  with  the 

aid  of  the  secretary  of  the  company,  when  requested,  shall  keep  a record  of 
their  proceedings,  to  be  submitted  at  each  regular  meeting  of  the  board,  and 
a majority  of  each  shall  constitute  a quorum:  First,  a finance  committee;  sec- 

ond, a committee  on  claims;  third,  an  auditing  committee. 

Each  committee  shall  make  such  regulations  and  adopt  such  by-laws,  not 
inconsistent  with  the  charter  or  by-laws  of  this  company  in  regard  to  their  own 
government,  as  they  may  elect. 

10.  The  finance  committee  shall  consist  of  four  directors  besides  the  presi- 
dent, any  three  of  whom  shall  constitute  a quorum  for  the  transaction  of  busi- 
ness. They  shall  hold  regular  meetings  at  least  once  every  week;  shall  super- 
intend and  direct  all  the  extra  payments  not  duly  authorized  by  the  board  or 
its  committees,  and  the  investment  of  the  funds  of  the  company:  and  examine 
quarterly  the  assets  and  securities  of  the  company,  and  report  to  the  board. 


UNITED  STATES  LIFE. 


377 


11.  The  committee  on  claims  shall  consist  of  three  directors  and  the  presi- 
dent. It  shall  be  the  duty  of  this  committee  to  examine  the  papers  or  proofs 
of  losses;  to  fully  investigate  all  claims  respecting  the  same  and  report  at  each 
stated  meeting  the  amount  of  loss,  if  any,  and  all  claims  pending,  if  any;  but 
no  loss  shall  be  paid  unless  at  least  a majority  of  this  committee  shall  concur, 
without  directions  from  the  board. 

12.  The  auditing  committee  shall  consist  of  three  directors,  to  whom  shall 
be  referred  for  examination  the  several  monthly  reports  of  all  receipts  and 
payments  on  account  of  this  company.  They  shall  audit  all  accounts  and  bills, 
and  the  current  expenses  of  the  company. 

13.  It  shall  be  the  duty  of  all  standing  committees  to  convene  at  the  call  of 
the  president,  and  regular  minutes  of  all  their  proceedings  shall  be  kept  by  the 
secretary  and  engrossed  in  a book  kept  for  that  purpose,  and  a summary  of 
such  proceedings  shall  be  read  at  the  next  meeting  of  the  board  of  directors. 
Reports  of  all  committees  shall  be  in  writing  and  signed  by  such  members 
thereof  as  concur  in  such  report.  In  case  at  the  time  at  Which  any  standing 
committee  may  be  called  to  meet  there  be  no  quorum,  the  president  may  call 
in  one  or  more  directors  sufficient  to  fill  up  or  make  the  required  quorum  of 
the  committee  (a  quorum  of  all  committees  to  consist  of  a majority  of  the 
whole  number  thereof)  and  such  directors  shall  for  that  particular  occasion 
constitute  the  particular  committee. 

14.  The  president,  or  in  his  absence  the  vice-president  or  second  vice-president, 
in  their  order,  or  in  their  absence,  a director  elected  by  the  majority  of  a quorum 
present,  shall  preside  at  every  meeting  of  the  board  of  directors. 

21.  The  president  shall  have  power  to  make  contracts  for  insurances  on  life 
and  for  annuities,  in  conformity  with  the  rules  and  regulations  of  the  board  for 
the  time  being.  All  policies  shall  be  signed  by  the  president,  and  attested  by  the 
secretary,  assistant  secretary  or  actuary.  And  all  receipts  of  premium  or  other 
payment  to  this  company,  to  be  valid,  must  be  signed  by  the  president,  secretary, 
assistant  secretary  or  actuary.  Permits  or  other  variation  of  the  express  terms 
of  any  policy  must  be  in  writing,  signed  by  both  the  president  and  secretary,  or 
president  and  actuary. 

22.  Whenever  policies  are  to  be  purchased  by  the  officers,  on  surrender,  the 
actuary  or  his  assistant  shall  first  ascertain  their  value  by  the  standards  fixed 
by  the  company  and  attach  the  said  value  to  the  policy  duly  certified,  which 
sum  shall,  in  all  ordinary  cases,  govern  the  officers  in  said  purchase.  When- 
ever, from  extraordinary  causes,  any  departure  is  made  from  the  usage  of 
the  company,  the  president  shall  report  the  same,  and  his  action  thereon,  to  the 
finance  committee,  and  its  action  thereon  shall  be  duly  reported  on  its  minutes. 

23.  No  policy  shall  be  issued  on  any  single  life  for  a greater  amount  than 
twenty-five  thousand  dollars,  except  by  approval  of  the  finance  committee. 

25.  All  moneys  belonging  to  the  company  shall  be  deposited  in  such  banks 
or  trust  companies  as  shall  be  designated  by  resolution  of  the  board  of  di- 
rectors, to  the  credit  of  the  company,  and  drawn  only  on  the  joint  checks  or 
drafts  of  the  president,  vice-president  or  second  vice-president,  and  countersigned 
by  the  secretary,  or  assistant  secretary,  and  payable  to  the  order  of  the  person 
entitled  to  receive  the  money.  All  investments  of  stock  shall  be  made  in  the  name 
of  “The  United  States  Life  Insurance  Company  in  the  city  of  New  York.” 

26.  Separate  books  of  transfer  shall  be  kept  in  which  every  transfer  of  shares 
of  guarantee  capital  shall  be  entered  by  the  person  entitled  to  make  such  trans- 


378 


CHARTERS  OF  LIFE  INSURANCE  COMPANIES. 


ter,  or  his  special  attorney  : but  in  every  transfer  the  certificate  formerly  issued 
shall  be  delivered  up,  and  canceled  by  the  person  making  the  transfer,  before 
a new  certificate  or  certificates  shall  be  issued.  All  such  certificates  shall  be 
signed  by  the  president  and  secretary;  no  certificate  shall  be  signed  by  either 
of  said  officers,  in  blank,  at  any  time. 

27.  If  any  person  claim  a certificate  of  share  of  the  guarantee  capital  of  this 
company,  to  be  issued  in  lieu  of  one  lost  or  destroyed,  he  shall  make  an  affi- 
davit of  the  fact  and  state  the  circumstances  of  the  loss  or  destruction;  and 
he  shall  advertise  in  one  or  more  of  the  public  newspapers  of  the  city  of  New 
York,  to  be  designated  by  the  president,  for  the  space  of  six  weeks,  an  account 
of  the  loss  or  destruction,  describing  the  certificate,  and  calling  upon  all  per- 
sons to  show  cause  why  a new  certificate  should  not  issue  in  lieu  of  that  lost; 
and  he  shall  transmit  to  the  company  his  affidavit  and  the  advertisement  before 
mentioned,  and  give  to  the  company  a satisfactory  bond  of  indemnity,  with 
one  or  more  sureties  if  required,  in  double  the  amount  of  the  certificate  so 
lost  against  any  damage  that  may  arise  from  issuing  a new  certificate;  where- 
upon the  president  shall,  six  months  after  the  notice  by  advertisement,  as  afore- 
said, issue  a new  certificate,  of  the  same  number  and  tenor  with  that  said  to  be 
lost  or  destroyed,  and  specifying  that  it  is  in  lieu  thereof. 

28.  No  paper,  circular,  notice,  prospectus  or  the  like  shall  be  published  for 
public  use  and  general  circulation,  nor  permitted  to  be  so  published,  in  the  name 
of  the  company,  by  any  officer  or  agent  thereof,  unless  the  same  be  first  apr- 
proved  by  the  president.  Copies  of  the  same  shall,  whenever  practicable,  be 
placed  on  file  at  the  office  of  the  company  in  the  city  of  New  York. 

29.  No  amendment  to  these  by-laws  shall  be  made  unless  notice  stating  the 
proposed  amendment  shall  have  been  given  at  least  one  month  previous  to 
the  meeting  at  which  the  action  of  the  board  shall  be  held  thereon,  nor  shall 
any  alteration  be  made  after  such  notice,  unless  in  the  notices  for  such  meeting 
it  shall  be  stated  that  an  amendment  is  proposed  to  be  made  to  the  by-laws, 
nor  unless  a majority  of  the  whole  board  shall  be  present. 


WASHINGTON  LIFE. 


379 


THE  WASHINGTON  LIFE  INSURANCE  COMPANY. 

Incorporated  January,  i860,  under  an  act  of  the  Legislature  of  the 
State  of  New  York,  entitled,  “An  act  to  provide  for  the  incorpora- 
tion of  life  and  health  insurance  companies,”  passed  June  24,  1853, 
and  the  act  of  said  legislature  amendatory  thereof,  passed  July  18, 

1853. 

Article  i.  Sec.  i.  [ Name  of  the  Company.] — The  name  of  the 
company  shall  be  “The  Washington  Life  Insurance  Company.” 

Article  2.  Sec.  i.  [Location  of  the  Company.] — The  company 
shall  be  located,  and  its  principal  place  of  business  shall  be,  in  the  city 
of  New  York. 

Article  3.  Sec.  i.  [Kind  of  business  to  be  Undertaken.] — The 
kind  of  business  to  be  undertaken  by  the  company  shall  be  “to  make  in- 
surance upon  the  lives  of  individuals,  and  every  insurance  appertaining 
thereto  or  connected  therewith,  and  to  grant,  purchase,  or  dispose  of 
annuities.” 

Sec.  2.  [Policyholders  Have  an  Interest  in  the  Profits.]  — (Amended 
1863,  to  read  as  follows)  : The  insurance  business  of  the  company 

shall  be  conducted  upon  the  principle  of  giving  to  policyholders  an  in- 
terest in  the  profits  of  the  company,  as  hereinafter  provided,  unless 
otherwise  expressly  agreed  between  the  company  and  the  assured. 

Sec.  3.  [Company  may  Purchase  its  Policies.] — The  company  may 
purchase,  for  its  own  benefit,  any  policy  of  insurance  or  other  obliga- 
tion of  the  company  growing  out  of  its  business,  and  also  any  claims  of 
policyholders  for  profits. 

Article  4.  Sec.  i.  [Directors  to  Exercise  Corporate  Powers.]  — 
The  corporate  powers  of  the  company  shall  be  vested  in  a board  of 
directors,  and  shall  be  exercised  by  such  board,  and  by  such  officers  and 
agents  as  the  board  may  appoint  and  empower.  The  board  of  directors 
shall  consist  of  forty-eight  persons,  a majority  of  whom  shall  be  citi- 
zens of  the  State  of  New  York,  and  each  of  whom  shall  own  and  hold, 
in  his  own  right,  at  least  ten  shares  of  the  capital  stock  of  the  company. 

Sec.  2.  [Quorum  of  Board.] — The  board  of  directors  shall  have 
power  to  provide,  by  by-law,  what  number  of  the  directors  less  than  a 
majority,  but  not  less  than  seven,  shall  constitute  a quorum  of  the 
board  for  the  transaction  of  busineess ; and  until  the  board  shall  so 
provide,  any  number  not  less  than  seven  shall  constitute  such  quorum. 


380 


CHARTERS  OF  LIFE  INSURANCE  COMPANIES. 


Sec.  3.  [Board  to  Fix  Rates  of  Premium.] — The  board  of  directors 
shall  have  power  to  determine  the  rates  of  premium  for  insurance,  and 
the  amount  that  may  be  insured  on  any  one  life,  and  shall  also  have 
power  to  make  and  prescribe  such  by-laws,  rules  and  regulations  for 
the  transaction  of  the  business  of  the  company,  not  inconsistent  with 
law  or  this  charter,  as  may  be  deemed  expedient,  and  the  same  to  alter, 
suspend,  repeal,  or  add  to,  at  pleasure;  provided,  however  that  no 
by-law  shall  be  abrogated,  nor  shall  any  new  by-law  be  adopted  or 
prescribed,  except  by  the  vote  of  a majority  of  the  directors  present 
at  two  successive  meetings  of  the  board. 

Sec.  4.  [Other  Powers  of  Board.] — The  board  of  directors  shall 
also  have  all  other  powers  usually  vested  in  boards  of  directors  or 
trustees  of  life  insurance  companies,  not  inconsistent  with  this  charter, 
or  the  Constitution  or  laws  of  the  State  of  New  York. 

Sec.  5.  [Board  may  exercise  all  Lawful  Powers.] — The  board  of 
directors  may  at  any  time  accept  and  exercise  all  or  any  additional 
powers  or  privileges,  not  inconsistent  with  this  charter,  which  any  life 
insurance  company,  formed  under  the  aforesaid  acts  of  the  legislature 
of  the  State  of  New  York,  is  now,  or  hereafter  may  be,  authorized  by 
law  to  exercise. 

Article  5.  Sec.  i.  [Time  of  Electing  Directors  and  Officers.]  — 
The  following  persons  shall  constitute  the  first  board  of  directors  of  the 
company,  to  wit:  Robert  B.  Mintum,  George  Griswold,  Jr.,  Roland 

G.  Mitchell,  Frederick  G.  Foster,  William  H.  Newman,  Frederick 
Tracy,  William  H.  Aspinwall,  Henry  W.  Peck,  George  N.  Lawrence, 
Thomas  H.  Faile,  Lewis  F.  Battelle,  James  Punnett,  Levi  P.  Morton. 
Effingham  Townsend,  Cleayton  Newbold,  William  F.  Mott,  Jr.,  Abiel 
A.  Low,  Marshall  Lefferts,  Gustav  Schwab,  Wellington  Clapp,  Merritt 
Trimble,  Leopold  Bierwirth,  George  A.  Robbins,  Robert  R.  Willets. 
Cyrus  Curtiss,  James  B.  Johnston,  David  Wagstaff,  Abraham  Bininger. 
David  S.  Egleston,  Henry  S.  Fearing,  John  Caswell,  Arthur  F.  Will- 
marth,  Thomas  Hope,  Ellwood  Walter,  Benjamin  W.  Bonney.  Franklin 
F.  Randolph,  Frederick  W.  Macv,  Andrew  V.  Stout,  Henry  Swift, 
David  A.  Wood,  Jeremiah  C.  Garthwaite,  Newark,  N.  J. ; Frederick 
Wood,  Bridgeport,  Conn. ; Frederick  Croswel)  New  Haven,  Conn. : 
Matthew  Mitchell,  Hudson,  N.  Y. ; Chailes  M.  Jenkins,  Albany,  N.  Y. ; 
Benjamin  F.  Ray,  Utica,  N.  Y. : Thomas  B.  Fitch,  Syracuse,  N.  Y. : 
George  R.  Babcock,  Buffalo,  N.  Y. 

[Tenure  cf  Office  of  Directors.] — And  they  shall  hold  office  until 
their  successors  shall  be  elected  or  appointed  pursuant  to  the  provisions 
herein  contained ; and  in  case  any  or  either  of  the  above-named  persons 
shall  decline  to  serve  as  directors  or  director,  or  shall  prove  to  be  in- 


WASHINGTON  LIFE.  38 1 

eligible  to  the  office,  the  vacancies  or  vacancy  so  occasioned  may  be 
filled  by  the  remaining  directors,  acting  as  a board. 

[Directors  to  be  Divided  into  Classes.] — The  first  board  of  directors 
shall,  immediately  after  the  organization  of  the  company,  be  divided  by 
lot  into  three  equal  classes.  The  term  of  office  of  the  first  class  shall 
expire  at  the  end  of  one  year  from  the  first  Tuesday  in  April,  i860; 
that  of  the  second  class,  at  the  end  of  two  years  from  the  same  date ; 
and  that  of  the  third  class,  at  the  end  of  three  years  from  the  same  date  ; 
and  on  the  first  Tuesday  in  April,  1861,  and  annually  thereafter,  direc- 
tors, to  the  number  of  one-third  of  the  whole  number,  shall  be  elected 
to  fill  the  places  of  those  whose  term  of  office  shall  then  expire ; and 
the  directors  so  elected  shall  hold  office  for  three  years ; and  in  case  of 
a failure  to  elect  on  the  day  herein  specified  for  such  election  in  any 
year,  the  directors,  whose  regular  terms  of  office  do  not  then  expire, 
shall  have  power,  acting  as  a board,  to  appoint  directors  to  fill  the 
vacancies  occasioned  by  such  failure  to  elect. 

Sec.  2.  [Election  of  Directors.] — Every  election  for  directors  shall 
be  held  at  the  office  of  the  company,  at  such  hour  of  the  day  as  the  board 
shall  direct,  and  notice  thereof  shall  be  given  by  publication  at  least 
twice  in  each  week  in  two  daily  newspapers  printed  and  published  in 
the  city  of  New  York,  for  not  less  than  two  weeks  immediately  pre- 
ceding the  day  of  election.  Every  election  for  directors  shall  be  by 
ballot,  and  a plurality  of  votes  shall  elect. 

Sec.  3.  [Inspectors  of  Elections.] — The  board  of  directors,  pre- 
vious to  each  annual  election,  shall  appoint  three  inspectors  of  such 
election ; and  in  case  any  or  either  of  the  inspectors  so  appointed  shall 
decline  to  act,  or  fail  to  attend  at  the  appointed  time  and  place  of  elec- 
tion, the  president  or  vice-president  of  the  company  may  appoint  in- 
spectors to  fill  the  places  of  those  who  shall  so  decline  or  omit  to  act. 

Sec.  4.  [Number  of  Directors.] — The  board  of  directors  may,  at 
the  meeting  next  preceding  any  annual  election,  and  after  giving  notice 
at  the  previous  meeting  of  the  board,  provide  for  diminishing  the  num- 
ber of  directors  to  not  less  than  twenty-one ; and  afterwards,  in  like 
manner,  for  increasing  their  number  to  not  exceeding  forty-eight;  and 
in  such  case,  one-third  of  the  total  number,  as  thus  diminished  or  in- 
creased, shall  be  elected  annually,  in  the  same  manner  as  herein  pro- 
vided in  regard  to  the  original  forty-eight  directors ; and  the  same 
powers  and  authority  shall  vest  in  said  board  of  directors,  thus  dimin- 
ished or  increased,  as  are  herein  provided  in  regard  to  the  first  forty- 
eight  directors. 

Sec.  5.  [Qualifications  of  Stockholder  to  Vote.] — At  every  election 
for  directors,  each  stockholder  shall  be  entitled  to  one  vote,  in  person 


382 


CHARTERS  OF  LIFE  INSURANCE  COMPANIES. 


or  by  proxy,  for  each  and  every  share  of  the  capital  stock  of  the  com- 
pany owned  and  held  by  him  in  his  own  name  and  right,  for  not  less 
than  twenty  days  immediately  preceding  such  election. 

Sec.  6.  [Directors  to  Elect  Officers .] — The  board  of  directors  shall, 
immediately  after  the  organization  of  the  company,  and  afterwards  at 
the  first  meeting  of  the  board  after  each  annual  election  of  directors, 
elect  from  their  own  number  a president  and  vice-president  of  the  com- 
pany, who  shall  respectively  hold  office  for  the  term  of  one  year,  and 
until  their  successors  shall  be  elected.  The  board  may  also,  at  any 
time,  appoint  a president  and  vice-president  to  act  temporarily,  when 
said  officers  respectively  shall  be  absent  or  unable  to  act. 

Sec.  7.  [Directors  to  Appoint  Other  Officers.] — The  board  of  di- 
rectors shall  also  have  power  to  appoint,  at  any  time,  a secretary,  and 
such  other  officers,  clerks  and  agents,  for  carrying  on  the  business  of 
the  company,  as  the  board  shall  deem  expedient  and  proper,  and  the 
same  to  remove  at  pleasure,  and  to  appoint  or  substitute  others  in  their . 
stead. 

Article  6.  Sec.  i.  [Manner  of  Filling  Vacancies.] — Directors 
shall  be  re-eligible,  and  vacancies  occurring  in  the  board  in  the  intervals 
between  elections  may  be  filled  by  the  board  for  the  unexpired  terms, 
in  such  manner  as  shall  be  provided  by  the  by-laws  of  the  company. 

Sec.  2.  [Board  may  Appoint  President.] — The  board  of  directors 
shall  have  power  to  fill  by  appointment  any  vacancy  occurring  in  the 
office  of  president  or  vice-president,  until  the  annual  election  next  after 
such  appointment. 

Article  7.  Sec.  i.  [Amount  of  Capital.] — The  amount  of  the 
capital  stock  of  the  company  shall  be  one  hundred  and  twenty-five 
thousand  dollars,  divided  into  shares  of  fifty  dollars  each,  which  shall 
be  personal  property,  and  transferable  on  the  books  of  the  company, 
according  to  law  and  the  by-laws  of  the  company. 

Sec.  2.  [Limit  of  Dividend  to  Stockholders.]  — (Amended  1863,  to 
read  as  follows)  : The  holders  of  the  said  capital  stock  shall  be  en- 

titled to  a semi-annual  net  dividend,  out  of  the  earnings  of  the  company, 
of  (but  not  exceeding)  three  and  one-half  per  cent  on  the  amount  of 
stock  held  by  them  respectively,  payable  on  and  after  the  first  days  of 
February  and  August  in  every  year,  without  deduction ; said  payment 
commencing  with  the  first  day  of  August,  1863. 

Sec.  3.  [Commissioners  to  Receive  Subscriptions.] — The  five  per- 
sons following,  viz. ; James  Punnet,  Cyrus  Curtis,  Thomas  H.  Faile, 
Benjamin  W.  Bonney  and  Cleayton  Newbold,  are  hereby  appointed 
commissioners  to  open  books  of  subscription  to  the  capital  stock  of  the 
company,  and  they  shall  give  at  least  three  days’  notice,  by  advertise- 


WASHINGTON  LIFE. 


3^3 


ment,  in  two  daily  newspapers  printed  and  published  in  the  city  of  New 
York,  of  the  time  and  place  at  which  said  books  will  be  opened;  and 
they  shall  keep  such  books  open  until  the  full  amount  of  one  hundred 
and  twenty-five  thousand  dollars  is  subscribed.  A majority  of  the  said 
commissioners  may  perform  these  duties. 

Sec.  4.  [Power  to  Increase  Capital  Stock.] — The  board  of  directors 
shall  have  power,  in  their  discretion,  to  increase  the  capital  stock  of 
the  company  to  an  amount  not  exceeding  five  hundred  thousand  dollars, 
and  for  that  purpose,  to  provide  by  resolution  for  the  subscription  and 
issue  of  additional  stock  to  an  amount  not  exceeding  three  hundred  and 
seventy-five  thousand  dollars,  in  like  shares  of  fifty  dollars  each,  pay- 
able in  cash. 

Article  8.  Sec.  i.  [Objects  and  Purposes  of  the  Company.]  — 
(Amended  1863,  to  read  as  follows)  : The  company,  within  sixty  days 
next  after  the  expiration  of  five  years  from  the  first  day  of  January,  1861, 
and  within  the  first  sixty  days  next  after  the  expiration  of  every  subse- 
quent period  of  five  years,  shall  cause  a general  statement  to  be  made  of 
the  affairs  of  the  company,  which  shall  exhibit  the  amount  of  the  then 
remaining  net  profits  of  the  company,  after  allowing  a sufficient  amount 
to  reinsure  all  outstanding  risks,  and  to  cover  all  other  obligations.  The 
whole  amount  of  the  net  profits,  so  ascertained  as  above  provided,  shall 
be  credited  to  the  account  of  the  policyholders,  entitled  to  participate  in 
the  profits,  which  shall  be  apportioned  among  them,  and  paid  or  applied 
in  such  manner  and  at  such  times,  as  the  board  of  directors  may  deem 
equitable,  and  from  time  to  time  provide. 

Sec.  2.  [Forfeitures  of  Non  Payment  of  Premiums.] — In  case  of 
the  non-payment,  when  due,  of  any  premium  on  any  policy  of  insur- 
ance issued  by  the  company,  or  in  case  of  the  violation  of  any  other 
condition  of  the  policy,  such  policy,  and  all  previous  payments  made  to 
the  company  on  account  thereof,  shall,  at  the  option  of  the  board  of 
directors,  be  forfeited  to  the  company ; but  such  forfeiture  shall  not 
affect  the  right  of  the  holder  of  such  policy  to  any  profit  that  may  have 
been  previously  credited  to  such  holder. 

Sec.  3.  [The  Fiscal  Year.] — The  fiscal  year  of  the  company  shall 
commence  on  and  with  the  first  day  of  January,  and  shall  terminate  on 
and  with  the  thirty-first  day  of  December  of  each  and  every  year. 


EXTRACTS  FROM  THE  BY-LAWS. 

Adopted  April  18,  1905. 

Article  i.  Meetings. — Stated  meetings  of  the  board  of  directors  shall  be 
held  quarterly,  at  the  office  of  the  company,  on  the  third  Tuesdays  of  January, 
April,  July  and  October  of  each  year.  Special  meetings  may  be  called  by  the 


384 


CHARTERS  OF  LIFE  INSURANCE  COMPANIES. 


president  or  vice-president,  and  also  by  any  standing  committee  or  by  any  three 
directors.  The  purpose  and  object  of  every  special  meeting  shall  be  stated  in  the 
call  or  notice  for  such  meeting,  and  no  other  business  shall  be  passed  upon  at 
such  meeting  except  that  referred  to  in  said  notice,  unless  with  the  unanimous 
consent  of  the  directors  present  at  such  meeting.  Written  or  printed  notice  of  all 
stated  and  special  meetings  of  the  board  of  directors  shall  be  given  to  each 
resident  director. 

Article  2.  Committees. — At  each  annual  meeting  for  the  election  of  president 
and  vice-president,  the  following  standing  committees  shall  be  appointed  by  the 
president,  subject  to  the  approval  of  the  board,  and  they  shall  hold  office  until 
their  successors  are  appointed : 

1.  An  executive  committee  to  consist  of  nine  members,  including  the  president. 

2.  A finance  committee  to  consist  of  seven  members,  including  the  president. 

3.  An  insurance  committee  to  consist  of  eight  members,  including  the  president. 

4.  An  auditing  committee  to  consist  of  four  members. 

A majority  of  any  committee  shall  be  a quorum  for  the  transaction  of  busi- 
ness. Regular  minutes  of  the  proceedings  and  resolutions  of  the  standing  com- 
mittees shall  be  kept  in  books  provided  for  that  purpose,  and  shall  be  read  at 
the  next  stated  meeting  of  the  directors  when  called  for.  Every  report  of  a 
standing  committee,  not  entered  on  the  minutes,  shall  be  in  writing  and  signed 
by  the  members  of  the  committee  assenting  thereto.  All  the  standing  com- 
mittees shall  convene  on  the  call  of  the  president. 

Article  3.  Executive  Committee. — It  shall  be  the  duty  of  the  executive 
committee  to  fix  and  regulate  all  salaries  and  fees  of  the  officers,  directors  and 
employees  at  the  home  office  of  company,  subject  to  the  approval  of  the  board; 
to  take  cognizance  of  any  business  which  may  be  referred  to  them  by  the 
president,  and  generally  to  advise  and  consult  with  him  on  all  matters  not  specially 
confided  to  the  other  committees. 

Article  4.  Finance  Committee. — It  shall  be  the  duty  of  the  finance  com- 
mittee to  superintend  the  finances  and  investments  of  the  company,  and  to  con- 
sult and  advise  with  the  president  in  all  matters  connected  with  the  finances  of 
the  corporation. 

The  finance  committee  shall  require  from  such  of  the  officers  and  employees 
of  the  company,  as  in  its  discretion  may  seem  advisable,  proper  bonds  of  surety 
for  the  faithful  performance  of  the  prescribed  duties  of  such  officers  and  em- 
ployees. 

Article  5.  Insurance  Committee. — It  shall  be  the  duty  of  the  insurance  com- 
mittee to  receive  and  pass  upon  all  recommendations  of  the  president  in  regard 
to  rates  of  premium,  forms  of  policy  contract,  agency  contracts,  and  such  changes 
or  modifications  in  the  agency  system  of  the  company  as  may  be  referred  to  the 
committee  by  the  president.  In  November  of  each  year,  the  insurance  committee 
shall  receive  a report  from  the  president  and  actuary  on  the  amount  of  surplus 
which  may  be  apportioned  to  participating  policyholders  during  the  ensuing 
calendar  year,  and  shall  report  to  the  board  its  recommendations  in  regard 
thereto. 

Article  6.  Auditing  Committee. — The  auditing  committee  shall,  at  least  twice 
in  each  year,  in  conjunction  with  a professional  accountant,  or  audit  company, 
examine  the  books,  accounts  and  securities  of  the  company,  and  report  thereon 
to  the  board. 

Article  7.  Officers  (Amended  April  18.  1871). — The  officers  of  this  com- 


WASHINGTON  LIFE. 


385 


pany,  who  shall  be  elected  by  the  board,  shall  consist  of  a president,  vice-president, 
second  vice-president  and  secretary,  and  the  board  may  appoint  an  actuary, 
medical  director,  an  auditor,  a treasurer  and  an  attorney,  and  such  other  officers 
or  assistants  as  may  from  time  to  time  be  required.  The  first  four  officers  men- 
tioned in  this  article  shall  be  known  as  the  executive  officers. 

Article  16.  Policies  Limited  to  $50,000  Each. — No  policy  shall  be  issued  on 
any  single  life  for  a greater  sum  than  $50,000,  but  a policy  for  that  amount,  of 
which  the  commuted  value  may  exceed  that  sum  may  be  issued. 

Article  17.  Inspectors. — At  the  regular  quarterly  meeting  previous  to  each 
annual  election  for  directors,  or  at  a special  meeting  called  for  that  purpose,  the 
board  shall  appoint  three  inspectors  to  preside  at  said  election. 

Article  18.  Moneys. — All  moneys  belonging  to  the  company  shall  be  de- 
posited in  such  banks  or  trust  companies  to  the  credit  of  this  company,  as  are 
designated  by  the  board,  and  all  checks  or  drafts  thereon  shall  be  signed  by  any 
two  of  the  executive  officers. 

Article  19.  Vacancies. — Whenever  a vacancy  occurs  in  the  board  of  direc- 
tors, in  the  intervals  between  the  annual  elections,  the  president  may  nominate 
a person  to  supply  such  vacancy  at  any  stated  meeting  of  the  board,  and  unless 
objected  to,  the  person  so  nominated  shall  be  deemed  a candidate,  and  may  be 
balloted  for  at  a subsequent  meeting.  In  case  any  person  appointed  on  any 
standing  or  special  committee  shall  decline  to  serve,  the  president  may  appoint 
another  to  fill  the  vacancy  so  occasioned. 

Article  20. — Contracts  for  Insurance,  Etc. — The  president  and  secretary  shall 
have  power  to  make  contracts  for  insurance  on  life  and  for  annuities,  in  con- 
formity with  the  rules  and  regulations  of  the  board  for  the  time  being. 

Article  21. — Transfer  of  Stock. — The  stock  of  this  company  shall  be  trans- 
ferable only  on  the  books  of  the  company  at  their  office  in  the  city  of  New 
York  by  the  shareholders  or  their  legal  representatives  on  surrender  of  the 
certificates  or  upon  satisfactory  proof  of  the  loss  thereof,  and  in  case  of  such 
loss,  only  upon  the  delivery  of  a bond  of  indemnity  satisfactory  to  the  presi- 
dent of  the  company. 

Article  23.  Provisions  in  Reference  to  By-Laws. — No  by-law  shall  be  abro- 
gated, nor  shall  any  new  by-law  be  adopted  or  prescribed,  nor  existing  by-laws 
be  modified  or  changed,  except  by  the  vote  of  a majority  of  the  directors  present 
at  two  successive  meetings  of  the  board  between  which  at  least  one  week  shall 
intervene. 


386 


CHARTERS  OF  LIFE  INSURANCE  COMPANIES. 


WISCONSIN  LIFE  INSURANCE  COMPANY. 


Articles  of  Incorporation. 

These  articles  of  association  and  incorporation  made,  signed  and 
acknowledged  this  ninth  day  of  April,  A.  D.  1895,  by  and  between  Wil- 
liam H.  Rogers,  Rasmus  B.  Anderson  and  Philip  Fox,  heretofore  in- 
corporators, and  A.  R.  Bushnell,  C.  M.  Putnam,  G.  C.  Kollock,  L.  M. 
Fay,  M.  S.  Klauber,  J.  W.  Hobbins,  Wm.  Helm,  W.  J.  Hobbins  and 
P.  R.  Fox,  now  joining  therein,  all  adult  residents  and  citizens  of  the 
State  of  Wisconsin,  witnesseth : 

Article  i.  That  more  than  five  hundred  persons  having  made  ap- 
plication in  writing  for  life  insurance  and  membership  in  the  corpora- 
tion hereby  organized,  and  the  same  having  heretofore  been  duly  or- 
ganized and  doing  business  under  the  laws  of  Wisconsin  and  now 
having  a membership  of  over  five  hundred  policy  holders,  and  admitted 
assets  of  over  one  hundred  thousand  dollars,  the  last  nine  above  named 
persons  for  themselves  and  as  representing  and  for  and  on  behalf  of 
said  heretofore  organized  corporation,  which  is  The  Wisconsin  Life 
Insurance  Company  of  Madison,  Wis.,  hereby  agree  to  and  declare  that 
they  do  associate  themselves  together  for  the  purpose  of  forming  a cor- 
poration under  and  pursuant  to  the  statutes  and  laws  of  Wisconsin,  the 
business  of  which  corporation  shall  be  to  insure  the  lives  of  its  respec- 
tive members  and  those  who  shall  become  such,  and  also  to  make  for 
other  persons  all  and  every  insurance  appertaining  to  or  connected  with 
life  risks,  and  to  grant  and  purchase  annuities. 

Article  2.  The  name  of  said  corporation  shall  be  The  Wisconsin 
Life  Insurance  Company,  and  its  location  shall  be  the  city  of  Madison, 
in  the  State  of  Wisconsin,  and  its  general  officers  shall  be  a president, 
vice-president,  secretary,  treasurer,  medical  director  and  such  others  as 
may  be  provided  for  in  the  constitution  and  by-laws,  and  not  less  than 
five  nor  more  than  fifty  directors  whose  duties  shall  be  those  usually 
devolving  upon  such  officers,  and  such  as  the  constitution  and  by-laws 
of  the  corporation  shall  prescribe. 

Article  3.  All  persons  between  the  ages  of  eighteen  and  sixty-one 
years  who  shall  be  in  sound  physical  health  and  of  good  moral  char- 
acter, and  who  shall  pass  the  required  medical  examination,  may  be- 
come members  of  this  company  by  taking  out  a life  insurance  policy 
therein  and  complying  with  such  rules  and  regulations  as  shall  be  es- 


WISCONSIN  LIFE.  387 

tablished  and  laid  down  by  the  corporation ; and  every  one  shall  cease  to 
be  such  member  when  they  cease  to  hold  such  a policy. 

Article  4.  The  Wisconsin  Life  Insurance  Company  shall  have  a 
common  seal,  and  shall  have  power  to  make  reinsurance  of  any  risks 
which  it  may  have  taken,  and  its  members  may  make  such  constitution 
and  its  directors  such  by-laws,  not  inconsistent  with  the  Constitution 
and  laws  of  this  State  as  may  be  deemed  necessary  for  the  election  and 
appointment  of  its  boards,  officers  and  agents,  defining  their  duties  and 
the  conduct  of  its  affairs  generally. 

Article  5.  All  the  corporate  powers  of  The  Wisconsin  Life  Insur- 
ance Company  shall  be  vested  in  and  exercised  by  a board  of  directors 
(to  be  elected  by  the  members),  and  said  board  shall  elect  said  officers 
and  may  appoint  other  officers,  committees  and  agents  of  said  company 
with  such  powers  and  authority  as  they  shall  find  necessary  and  con- 
venient for  carrying  on  said  business.  The  exact  number  of  the  board 
of  directors  shall  be  determined  from  time  to  time,  by  the  members  of 
the  corporation  at  their  annual  meetings.  The  terms  of  the  members 
of  the  board  shall  be  three  years,  and  the  board  shall  be  divided  into 
three  classes  as  nearly  equal  in  number  as  possible  so  that  one-third  of 
them  as  nearly  as  possible  shall  be  elected  for  a term  of  three  years  at 
the  annual  meeting  of  the  members  each  year. 

It  shall  require  a majority  of  the  members  of  the  board  of  directors 
to  form  a quorum  for  the  legal  transaction  of  business. 

Article  6.  These  articles  of  incorporation  can  be  amended  only  by 
a two-thirds  vote  of  the  members  at  any  annual  meeting  or  at  a special 
meeting  called  for  that  purpose,  and  then  only  after  the  amendment  has 
been  served  in  writing  upon  the  secretary  of  the  company  at  least  ninety 
days  before  it  shall  come  before  the  members.  And  it  shall  be  the 
duty  of  the  secretary  to  mail  or  personally  deliver  a true  copy  of  any 
proposed  amendment  to  every  applicant  therefor.  William  H.  Rogers, 
Rasmus  B.  Anderson,  Philip  Fox,  A.  R.  Bushnell,  C.  M.  Putnam,  L. 
M.  Fay,  George  C.  Kollock,  Philip  R.  Fox,  J.  W.  Hobbins,  Wm.  J. 
Hobbins,  Wm.  Helm,  M.  S.  Klauber. 


Constitution. 

Article  i.  The  name  of  this  company  shall  be  The  Wisconsin  Life 
Insurance  Company,  and  its  principal  office  shall  be  at  the  city  of  Madi- 
son, Wis.,  where  all  its  meetings  shall  be  held. 

Article  2.  The  business  of  The  Wisconsin  Life  Insurance  Com- 
pany shall  be  to  make  all  and  every  insurance  appertaining  to  or  con- 
nected with  life  risks  and  to  grant  and  purchase  annuities. 


388 


CHARTERS  OF  LIFE  INSURANCE  COMPANIES. 


Article  3.  The  annual  meetings  of  the  members  of  this  company 
shall  be  held  at  its  home  office  on  the  second  Monday  in  January  in 
each  year,  and  special  meetings  may  be  called  by  a unanimous  vote  of 
the  board  of  directors  or  may  be  called  by  the  secretary  upon  the  pe- 
tition of  one-fifth  of  the  members.  Each  member  shall  be  entitled  to 
one  vote  for  each  $500  indemnity  held  by  such  member. 

Article  4.  The  officers  of  this  company  shall  consist  of  a presi- 
dent, vice-president,  second  vice-president,  chairman  of  the  board,  secre- 
tary, assistant  secretary,  manager,  superintendent  of  agencies,  actuary, 
treasurer,  medical  director,  assistant  medical  director  and  counsel,  all 
of  whom  shall  be  elected  by  a majority  of  the  board  of  directors.  Their 
term  of  office  shall  be  one  year  and  until  their  successors  are  elected  and 
qualified  unless  sooner  removed. 

Article  5.  The  board  of  directors  shall  consist  of  not  less  than  five 
nor  more  than  fifty  directors,  the  number  to  be  fixed  from  time  to  time 
by  the  members  at  their  annual  meetings.  Until  otherwise  ordered  by 
the  members,  the  number  of  directors  shall  be  seven.  A director  not 
present  at  any  meeting  of  the  board  of  directors  may  in  writing  sub- 
scribed by  him  appoint  another  director,  who  is  present  to  vote  as  his 
proxy  thereat. 

Article  6.  The  board  of  directors  shall  control  the  business  man- 
agement of  the  company  subject  to  the  constitution  and  articles  of  in- 
corporation. The  board  of  directors  shall  meet  and  organize  immedi- 
ately after  the  adjournment  of  each  annual  members’  meeting,  and  said 
board  shall  also  meet  in  special  session  when  summoned  by  the  chair- 
man of  the  board.  The  board  of  directors  shall  elect  the  officers  of  the 
company,  define  their  duties  and  may  remove  them  at  its  pleasure. 
Said  board  shall  have  power  to  enact  such  by-laws  and  create  such 
additional  offices  as  it  shall  deem  necessary  for  the  proper  conduct  of 
business  and  the  carrying  out  of  all  the  objects  of  the  company,  elect 
members  to  fill  such  created  offices,  fix  their  compensation  and  remove 
them  at  its  will. 

Article  7.  The  following  committees  shall  be  standing  committees 
and  may  be  elected  by  the  board  of  directors  annually  from  the  mem- 
bers of  the  company: 

1.  An  auditing  committee,  to  consist  of  five  members. 

2.  An  office  committee,  to  consist  of  seven  members. 

3.  An  executive  committee,  to  consist  of  three  members. 

4.  A loss  committee,  to  consist  of  three  members. 

5.  A claims  committee,  to  consist  of  three  members. 

6.  An  investment  committee,  to  consist  of  seven  members. 

7.  An  agency  committee,  to  consist  of  three  members. 


WISCONSIN  LIFE. 


389 


The  duties  of  the  committees  shall  be  prescribed  by  the  board  of  di- 
rectors, and  it  shall  also  be  the  duty  of  every  committee  to  meet  on  the 
call  of  the  chairman  of  such  committee.  A majority  of  any  committee 
shall  constitute  a quorum  for  business. 

Article  8.  All  vacancies  in  the  board  of  directors  shall  be  filled  by 
the  board  of  directors  until  the  time  of  the  next  annual  meeting. 

Article  9.  This  constitution  shall  only  be  amended  at  a regular 
annual  meeting  by  a three-fourths  majority  vote  of  all  members  present 
in  person  or  by  proxy.  And  then  only  after  the  amendment  has  been 
filed  with  the  secretary  at  least  ninety  days  prior  to  the  proposed  action 
thereon.  And  the  secretary  is  hereby  required  to  mail  a true  copy  of 
any  such  proposed  amendment  to  all  applicants. 


EXTRACTS  FROM  THE  BY-LAWS. 

Article  i.  Every  meeting  of  the  members  of  the  Wisconsin  Life  Insurance 
Company,  whether  special  or  regular,  shall  be  advertised  in  at  least  two  news- 
papers of  general  circulation,  at  least  thirty  days  before  such  meeting  occurs. 

Article  2.  All  applications  for  membership  in  this  company  must  be  made 
in  writing  according  to  the  forms  adopted  by  the  company,  and  the  truthfulness 
of  the  declarations  and  statements  contained  therein  shall  be  the  basis  of  any 
policy  issued  thereon. 

Every  applicant,  for  the  purpose  of  corroborating  his  statement  with  reference 
to  physical  condition,  shall  be  examined  by  a physician  legally  authorized  to 
practice  medicine,  and  who  is  in  good  and  regular  standing  in  the  profession, 
and  approved  by  the  company. 

The  age  of  the  applicant  shall  be  calculated  from  the  nearest  birthday  at  the 
date  of  application.  If  such  age  shall  be  understated  in  the  application  for  a 
policy,  the  amount  paid  at  the  maturity  of  the  policy  shall  be  such  proportion 
of  the  policy  as  the  premium  paid  bears  to  the  premium  at  the  true  age. 

Article  3.  The  following  vocations  shall  be  considered  hazardous : ocean, 
river  and  lake  navigation;  mining  and  submarine  occupations;  production  of 
highly  inflammable  or  explosive  substances;  switching,  coupling  and  uncoup- 
ling cars;  employment  in  capacity  of  brakeman  on  freight  trains;  saloonkeepers 
and  regular  bartenders;  employees  in  electrical  business  where  more  than  thirty 
volts  of  electricity  are  used;  locomotive  firemen  and  all  full  paid  members  of 
fire  departments. 

The  executive  committee  shall  have  power  to  pass  upon  the  hazard  of  any 
occupation  not  herein  specified;  and  upon  the  acceptance  of  any  application  for 
membership  in  this  company.  The  rate  of  the  premium  to  be  paid  and  the  con- 
ditions of  the  acceptance  of  the  application  and  hazardous  occupations  shall  in 
each  case  be  decided  by  the  executive  committee. 

Article  4.  Each  applicant  in  his  application  for  a policy  shall  correctly 
state  therein  his  correct  postoffice  address,  and  the  same  shall  be  held  and 
deemed  to  be  the  correct  postoffice  address  of  such  applicant  after  he  becomes 
a member  until  written  notice  of  a change  thereof  signed  by  the  said  member 
shall  be  received  by  the  company  at  its  home  office.  An  affidavit  made  by  the 
mailing  clerk  of  the  company  showing  that  a notice  of  any  matter  affecting  the 


390 


CHARTERS  OF  LIFE  INSURANCE  COMPANIES. 


policy  contract  was  mailed  in  the  regular  course  of  business  to  the  insured 
or  person  designated  by  the  insured  to  the  last  address,  as  shown  by  the  books 
of  the  company,  shall  be  taken  and  admitted  as  evidence  and  held  to  be  con- 
clusive proof  of  due  notice  to  the  policyholder  or  person  designated.  But  this 
evidence  may  be  modified  by  the  mailing  clerks  and  carriers  of  the  postoffice 
department. 

Article  5.  The  policies  issued  by  this  company  shall  be  in  the  sum  of  two 
hundred  and  fifty  dollars  or  any  multiple  thereof  not  exceeding  five  thousand 
dollars,  provided  that  the  executive  committee  is  hereby  empowered  to  accept 
applications  for  policies  for  a larger  amount,  not  exceeding,  however,  ten  thou- 
sand dollars,  and  provided  further,  that  no  risk  for  a greater  sum  than  five 
thousand  dollars  shall  be  accepted  unless  approved  by  two  medical  examiners 
to  be  selected  by  the  executive  committee. 

Article  6.  The  payment  of  death  and  disability  claims  shall  be  made  only 
upon  the  order  of  the  executive  committee.  All  claims  and  proofs  of  the  ma- 
turity of  any  policy,  or  of  the  death  of  any  member  of  this  company,  shall  be 
made  on  the  blank  forms  furnished  by  the  company,  and  all  requirements  therein 
shall  be  fully  and  fairly  complied  with,  and  further  or  additional  proofs  and 
answers  may  be  required  by  the  executive  committee,  but  the  same  shall  not 
work  the  waiver  of  any  lapse  or  other  forfeiture. 

Article  8.  The  board  of  directors  shall  meet  and  organize  immediately  after 
the  adjournment  of  each  annual  members’  meeting.  And  the  board  shall  also 
meet  in  special  session  at  other  times  when  summoned  by  the  chairman  of  the 
board. 

Article  22.  Every  report  of  a committee  shall  be  in  writing  and  signed  by 
all  the  members  assenting  thereto,  and  all  reports  shall  be  recorded  by  the  sec- 
retary. 

Article  23.  It  shall  be  the  duty  of  the  auditing  committee  to  examine  the 
disbursements,  and  pass  upon  all  accounts  and  bills  and  current  expenses  of  the 
company,  and  also  to  examine  all  statements  of  the  condition  of  the  company 
and  make  report  thereon  to  the  succeeding  meeting  of  the  board  of  directors, 
and  it  shall  perform  such  other  duties  as  may  be  required  of  it  by  the  board  of 
directors. 

Article  24.  It  shall  be  the  duty  of  the  office  committee  to  regulate  the  gen- 
eral conduct  of  the  company’s  business,  and  the  president  and  secretary  shall 
be  ex-officio  members  of  this  committee.  It  shall  also  perform  such  other 
duties  as  shall  be  required  of  it  by  the  board  of  directors. 

Article  25.  It  shall  be  the  duty  of  the  executive  committee  to  have  charge 
of  the  general  business  of  the  company,  and  it  may  formulate  such  rules  and 
regulations  as  shall  be  deemed  necessary  for  the  transaction  of  the  business  of 
the  company,  and  it  shall  also  perform  such  other  duties  as  shall  be  required  of 
it  by  the  board  of  directors. 

Article  26.  It  shall  be  the  duty  of  the  loss  committee  to  examine  all  proofs 
of  death  and  to  report  at  each  meeting  of  the  board  of  directors  the  names  and 
residences  of  the  persons  dying  and  the  sums  insured,  and  it  shall  perform  such 
other  duties  as  may  be  required  of  it  by  the  board  of  directors. 

Article  27.  It  shall  be  the  duty  of  the  claims  committee  to  carefully  ex- 
amine all  claims  for  death  losses  and  to  see  that  all  papers  are  properly  pre- 
pared for  proof  of  death.  And  it  shall  also  perform  such  other  duties  as  may  be 
required  of  it  by  the  board  of  directors. 


WISCONSIN  LIFE. 


391 


Article  28.  It  shall  be  the  duty  of  the  investment  committee  to  examine  in 
detail  all  properties  upon  which  the  company  is  called  to  loan  money.  It  shall 
also  have  under  its  charge  all  investments  of  the  company  and  shall  report  to 
every  meeting  of  the  board  of  directors.  It  shall  also  perform  such  other 
duties  as  may  be  required  of  it  by  the  board  of  directors. 

Article  29.  It  shall  be  the  duty  of  the  agency  committee  to  have  general 
supervision  over  the  agents  of  the  company  and  to  report  to  the  board  of 
directors  from  time  to  time  such  matters  as  in  its  judgment  require  the  board’s 
action.  It  shall  also  perform  such  other  duties  as  may  be  required  of  it  by  the 
board  of  directors. 

Article  30.  The  president,  secretary,  assistant  secretary,  superintendent  of 
agencies  and  treasurer  shall  be  bonded  officers.  Each  one  shall  give  a bond  or 
bonds  for  the  faithful  performance  of  his  respective  duties  and  to  account  for 
and  pay  over  all  funds  which  may  come  into  his  hands  in  such  sum  and  with 
such  sureties  as  shall  be  prescribed  and  approved  by  the  board  of  directors. 
And  every  bond  so  taken  shall  be  so  drawn  as  to  remain  in  force  during  the  time 
such  official  shall  be  elected  and  re-elected  to  hold  office,  and  such  bond  shall 
remain  in  force  until  his  successor  is  elected  and  qualified. 

Article  31.  Before  any  loan  is  made,  the  title  of  the  property  proposed  to 
be  mortgaged  shall  be  examined  and  approved  by  the  counsel,  and  the  mortgage 
and  accompanying  note  or  bond,  duly  reported  by  counsel  to  be  properly  ex- 
ecuted, shall  be  delivered  to  the  secretary  or  treasurer  with  the  abstract  of  title 
and  other  evidences  of  legal  ownership  by  the  applicant  for  the  loan  on  the 
mortgaged  premises.  And  before,  or  at  the  time  any  money  is  paid  to  the  ap- 
plicant on  account  of  the  loan,  the  mortage  shall  be  duly  filed  for  record  in  the 
proper  office,  the  abstract  of  title  snowing  all  conveyances  affecting  the  prem- 
ises, together  with  original  searches  for  judgment,  mortgage  and  other  liens 
annexed,  and  also  liens  for  taxes  and  assessments  exhibiting  clear,  perfect  and 
unincumbered  title  in  fee  simple  in  the  applicant,  shall  be  continued  to  the  time 
of  such  payment.  The  requisite  policies  of  fire  insurance  shall  also  be  furnished 
and  such  other  things  shall  be  done  and  steps  taken  under  the  direction  of  the 
president  and  secretary  and  treasurer  as  in  their  judgment  may  be  deemed 
necessary  to  make  perfect  the  company’s  security  and  to  protect  its  interests. 
Payments  may  be  made  and  the  loan  closed  through  the  company’s  accredited 
agent  appointed  for  the  purpose  but  in  such  manner  as  the  secretary  shall 
direct.  When  there  are  prior  incumbrances  or  liens  on  the  premises  proposed 
to  be  mortgaged  to  the  company  which  cannot  be  removed  at  the  time  the 
loan  is  paid,  the  executive  committee  may  direct  the  withholding  of  such  amount 
of  funds  from  the  loan  or  the  taking  of  such  other  protection  as  they  may  deem 
advisable,  as  will  in  their  judgment  protect  the  company  against  such  incum- 
brances or  liens  and  may  authorize  the  payment  of  the  balance  of  the  loan  to 
the  applicant. 

Article  32.  No  interest  or  matured  principal  shall  be  allowed  to  remain 
due  longer  than  six  months  on  any  note  or  bond  and  mortgage  to  the  com- 
pany without  foreclosure  or  suit  being  directed  by  the  president,  unless  the 
board  of  directors  especially  authorize  a longer  delay. 

Article  33.  All  investments  of  the  company  shall  stand  in  the  name  of  the 
Wisconsin  Life  Insurance  Company,  and  not  in  the  name  of  any  individual  or 
officer  of  the  company,  and  all  moneys  belonging  to  the  company  shall  be  de- 
posited to  the  credit  of  the  Wisconsin  Life  Insurance  Company  in  such  bank 


392 


CHARTERS  OF  LIFE  INSURANCE  COMPANIES. 


or  banks  as  shall  be  designated  by  the  board  of  directors,  and  shall  not  be  de- 
posited in  the  name  of  any  individual,  officer  or  committee. 

Article  34.  Members  may  vote  by  proxy,  and  such  proxy  to  be  valid  must 
be  a member  or  a majority  of  the  members  of  some  committee  in  good  stand- 
ing, personally  present  and  duly  appointed  in  writing  to  so  vote.  But  no 
member  shall  be  a proxy  for  more  than  two  hundred  members,  and  no  com- 
mittee shall  be  a proxy  for  more  than  five  hundred  members.  Provided,  that 
all  proxies  shall  be  filed  with  the  secretary  of  the  company  for  identification 
and  registry  at  least  three  days  before  they  are  to  be  voted. 

Article  35.  The  funds  of  the  Wisconsin  Life  Insurance  Company  shall  be 
invested  and  kept  invested  in  interest  or  income  bearing  securities,  namely,  in 
bonds  of  the  United  States  or  the  State  of  Wisconsin;  in  bonds  of  any  county 
or  incorporated  city  or  village  in  the  State  of  Wisconsin;  in  bonds  or  promis- 
sory notes  and  mortgages  on  improved,  unincumbered  income  producing  real 
property  in  the  State  of  Wisconsin  worth  double  the  amount  loaned  thereon; 
in  bonds  of  solvent  institutions  incorporated  under  the  laws  of  the  United 
States  or  State  of  Wisconsin;  in  bonds  issued  by  any  city,  county,  town,  village 
or  school  district  in  the  State  of  Wisconsin,  or  in  bonds  of  any  of  the  States  of 
the  United  States  of  America.  And  the  funds  may  also  be  invested  in  the 
pledge  of  any  of  the  above  securities.  The  company  may  furthermore  invest 
the  funds  required  and  meet  its  obligations  incurred  in  other  States  of  the 
United  States  or  foreign  countries  and  in  conformity  with  the  laws  thereof  in 
the  same  kind  of  securities  in  such  other  States  and  foreign  countries  as  are 
provided  in  the  laws  of  the  State  of  Wisconsin.  The  company  may  also  loan 
on  the  pledge  of  its  own  policies  of  insurance  a sum  not  to  exceed  the  reserve 
which  it  then  holds  on  any  such  policy  and  the  accumulations  thereon,  but  the 
company  shall  not  purchase,  hold  or  grant  any  mortgage  loan  on  unimproved 
incumbered  property,  or  on  hotels,  theaters,  churches,  breweries,  factories,  or 
mining  enterprises  of  any  description  whatsoever.  Neither  shall  this  company 
make  any  loan  on  or  investment  in  what  are  commonly  known  as  industrial 
enterprises.  And  pursuant  to  the  laws  of  Wisconsin,  the  company  shall  not 
acquire  by  purchase  or  otherwise  any  real  estate  except  for  the  accommodation 
of  its  business  or  in  satisfaction  of  debts  due  the  company. 

Article  36.  These  articles  may  be  amended  by  the  board  of  directors,  but 
they  can  only  be  amended  by  having  the  amendment  proposed  at  a meeting  of 
the  board  previous  to  the  meeting  of  the  board  upon  which  the  amendment  is 
to  be  acted  upon.  Such  amendment  must  be  read  in  full  and  also  the  article 
which  is  to  be  amended  must  be  read  in  full  as  it  will  read  after  the  amend- 
ment is  made,  and  said  amendment  must  be  filed  with  the  secretary  of  the 
company  for  the  inspection  of  all  directors  during  the  interim  between  said 
meetings  of  the  board,  and  said  interim  shall  in  no  case  be  less  than  ten  days. 


THE  INDIANA  LAW. 


393 


THE  INDIANA  LAW. 

The  following  is  the  full  text  of  the  law  of  Indiana,  approved  February  io, 
1899,  providing  for  the  organization  of  life  insurance  companies  and  the  main- 
tenance of  a reserve : 

Engrossed  Senate  Act  No.  33. 

An  Act  for  the  Incorporation  of  Life  Insurance  Companies  on  either  the  Stock 
or  the  Mutual  Plan,  Defining  their  Powers  and  Prescribing  their  Duties 
and  the  Duties  of  Certain  Officers  in  Connection  Therewith,  Providing 
Penalties  for  the  Violation  of  this  Act,  and  Declaring  an  Emergency. 

Sec.  1.  Be  it  enacted  by  the  General  Assembly  of  the  State  of  Indiana,  that 
any  ten  or  more  persons,  citizens  of  this  State,  may  associate  in  accordance  with 
the  provisions  of  this  act  and  form  an  incorporated  company  for  the  following 
purposes:  To  make  insurance,  either  upon  the  stock  or  mutual  principle,  upon 

the  lives  of  individuals  and  every  insurance  appertaining  thereto  or  connected 
therewith,  and  to  grant  and  purchase  annuities. 

Sec.  2.  Such  persons  shall  associate  themselves  together  by  articles  of  in- 
corporation in  writing,  for  the  purpose  of  forming  a life  insurance  company, 
which  articles  shall  specify  the  name  by  which  the  corporation  shall  be  known, 
whether  a mutual  or  a stock  company,  the  place  in  which  it  is  to  be  established 
or  located,  the  amount  of  its  capital  stock,  if  any,  the  general  objects  of  the  com- 
pany, and  the  proposed  duration  of  the  same.  Any  name  not  previously  in  use 
in  any  existing  Indiana  company  may  be  adopted,  but  such  name  must  clearly 
designate  the  object  and  purposes  of  the  company.  The  Auditor  of  State  may 
reject  any  name  or  title  when,  in  his  judgment,  it  too  closely  resembles  that  of 
any  existing  company,  or  is  likely  to  mislead  the  public. 

Sec.  3.  The  subscribers  to  said  articles  of  incorporation  shall  acknowledge 
the  same  before  some  person  empowered  to  take  acknowledgements  of  deeds,  and 
forward  the  same  to  the  Auditor  of  State,  who  shall,  in  case  he  approves  of  the 
title  of  the  proposed  company,  submit  said  articles  of  incorporation  to  the 
Attorney-General  for  examination,  and  if  found  by  the  Attorney-General  to  be  in 
accordance  with  the  provisions  of  this  act,  and  not  inconsistent  with  the  consti- 
tution of  this  State,  and  of  the  United  States,  he  shall  certify  the  same  to  the 
Secretary  of  State,  with  his  approval  endorsed  thereon,  who  shall  file  the  same 
in  his  office. 

Sec.  4.  The  subscribers  to  said  articles  of  incorporation  shall  choose  from 
their  number  a president,  a secretary,  a treasurer,  and  such  number  of  directors, 
not  less  than  five,  as  they  may  deem  advisable,  who  shall  continue  in  office  until 
the  first  annual  meeting  of  the  stockholders,  or  of  the  insured  if  a mutual  com- 
pany, and  until  their  successor^  are  duly  chosen  and  qualified,  as  hereinafter 
provided.  In  case  a stock  company  is  to  be  organized,  they  shall  open  books  for 
the  subscription  of  stock  in  the  company  at  such  times  and  places  as  they  shall 
deem  convenient  and  proper,  and  shall  keep  the  same  open  until  the  full  amount 
specified  in  the  certificate  is  subscribed.  In  case  a mutual  company  is  to  be  or- 
ganized for  any  of  the  purposes  mentioned  in  this  act,  the  subscribers  to  the 
articles  of  incorporations  shall  open  books  to  receive  applications  for  insurance 
at  convenient  times  and  places,  and  keep  the  same  open  until  applications  for 
insurance  have  been  obtained  in  sufficient  numbers  and  amount  to  comply  with 
the  requirement  of  this  act. 

Sec.  5.  Stock  companies  organized  under  this  act  shall  have  not  less  than 
one  hundred  thousand  dollars  ($100,000)  of  capital  stock  subscribed,  fifty  per 
cent  of  which  shall  be  paid  up  and  invested  in  bonds  of  the  United  States,  or  of 
this  State,  or  certificates  of  deposit  of  any  solvent  bank  or  trust  company,  or  in 
bonds  and  mortgages  upon  unincumbered  real  estate  in  the  State  of  Indiana 
worth  at  least  double  the  sum  loaned  thereon  (if  buildings  are  considered  as 
part  of  the  value  of  such  real  estate  they  must  be  insured  for  the  benefit  of  the 
mortgagee),  twenty-five  thousand  dollars  of  which  said  securities  shall  be  de- 
posited with  the  Auditor  of  State,  and  upon  said  deposit,  and  satisfactory 


394 


CHARTERS  OF  LIFE  INSURANCE  COMPANIES. 


evidence  to  the  Auditor  of  State  that  the  capital  stock  of  at  least  $100,000  is  all 
subscribed  in  good  faith,  and  fifty  per  cent  thereof  paid  in  by  the  subscribers  of 
said  stock  and  invested  as  herein  prescribed,  he  shall  issue  to  said  company  a 
certificate  authorizing  said  company  to  do  business.  But  no  part  of  the  fifty  per 
cent  aforesaid  shall  be  loaned  to  any  stockholder  or  officer  of  the  company.  The 
remainder  of  such  stock  shall  be  paid  within  eighteen  months  of  the  time  of 
the  subscription,  in  such  sums  and  at  such  times  as  the  directors  or  trustees  of 
the  company  may  direct,  and  the  unpaid  balance  shall  be  secured  by  the  notes 
of  the  stockholders  of  said  company.  The  company  shall  have  a lien  upon  all 
stock  for  any  sum  unpaid  thereon. 

Sec.  6.  Companies  organized  under  this  act  upon  the  mutual  plan,  shall, 
before  issuing  any  policies,  have  actual  applications  on  at  least  two  hundred  and 
fifty  individual  lives  for  an  amount  not  less  than  one  thousand  dollars  each,  a 
list  of  which  applications,  giving  the  name,  age,  residence,  amount  of  insurance 
and  annual  premium  of  each  applicant  shall  be  filed  with  the  Auditor  of  State, 
and  a deposit  made  with  said  Auditor  of  an  amount  equal  to  three-fifths  of  the 
first  annual  premium  on  said  applications  and  not  less  than  twenty-five  thousand 
dollars  in  securities  required  by  the  last  preceding  section,  and,  on  compliance 
with  said  provisions,  the  Auditor  of  State  shall  issue  to  said  company  a certificate 
authorizing  said  company  to  do  business. 

Sec.  7.  A corporation  organized  or  doing  business  under  the  provisions  of 
this  act,  shall,  by  the  name  adopted  by  such  corporation,  in  law,  be  capable  of 
suing  or  being  sued,  and  may  have  power  to  make  and  enforce  contracts  in  rela- 
tion to  the  business  of  such  corporation;  may  have  and  use  a common  seal  and 
may  change  or  alter  the  same  at  pleasure ; in  the  name  of  the  corporation,  asso- 
ciation or  society,  or  by  a trustee  chosen  by  their  board  of  directors,  shall,  in 
law,  be  capable  of  taking,  purchasing,  holding  and  disposing  of  real  and  personal 
property  for  carrying  into  effect  the  purposes  of  their  organization ; and  may, 
by  their  board  of  directors,  trustees  or  managers,  make  by-laws  and  amendments 
thereto  not  inconsistent  with  the  constitution  and  laws  of  this  State  or  of  the 
United  States,  which  by-laws  shall  define  the  manner  of  electing  directors, 
trustees  or  managers,  and  officers  of  such  corporation,  and  the  qualifications  and 
duties  of  the  same,  with  terms  of  office,  and  if  a mutual  company,  the  qualifica- 
tions and  privileges  of  the  members  and  policyholders  thereof. 

Sec.  8.  The  president  or  vice-president,  and  secretary  or  actuary,  or  a major- 
ity of  the  trustees  or  directors  of  each  company  organized  under  this  act  shall, 
annually,  on  the  first  day  of  January,  or  within  sixty  days  thereafter,  prepare 
under  oath  and  deposit  in  the  office  of  the  Auditor  of  State,  a statement  of  the 
condition  of  such  company  on  the  31st  day  of  December  of  the  preceding  year, 
showing : 

First. — Name  and  Where  Located.  1.  The  names  of  the  officers.  2.  The 
amount  of  capital  stock,  if  a stock  company.  3.  The  amount  of  capital  stock  paid 
in,  if  a stock  company. 

Second. — Assets.  1.  The  value  of  real  estate  owned  by  such  company.  2.  The 
amount  of  cash  on  hand.  3.  The  amount  of  cash  deposited  in  bank  or  trust 
companies,  giving  names  of  bank  or  banks  or  trust  companies.  4.  The  amount 
of  unreported  and  deferred  premiums.  5.  The  amount  of  stocks  and  bonds  of 
the  United  States,  and  all  other  bonds,  giving  names  and  amounts,  with  the  par 
and  market  value  of  each  kind.  6.  The  amount  of  loans  secured  by  first  mort- 
gage on  real  estate.  7.  The  amount  of  all  other  bonds  and  loans,  and  how 
secured,  with  the  rate  of  interest.  8.  The  amount  of  premium  notes  on  policies 
in  force.  9.  The  amount  of  notes  given  for  unpaid  stock,  and  how  secured.  10. 
The  amount  of  interest  due  and  unpaid.  11.  All  other  assets. 

Third. — Liabilities.  1.  The  amount  of  losses  due  and  unpaid.  2.  The  amount 
of  losses  adjusted  but  not  due.  3.  The  amount  of  losses  unadjusted.  4.  The 
amount  of  claims  for  losses  resisted.  5.  The  amount  of  money  borrowed.  6. 
The  amount  required  to  safely  reinsure  all  outstanding  risks  according  to  the 
American  Experience  Table  of  Mortality,  and  four  per  cent  interest  per  annum, 
or  the  Actuaries’  Combined  Experience  Table  with  same  rate  of  interest. 

Fourth. — Income  During  the  Year.  1.  The  amount  of  cash  premiums  received. 
2.  The  amount  of  premium  notes  received.  3.  The  amount  of  interest  received 
from  all  sources.  4.  The  amount  received  from  all  other  sources. 


THE  INDIANA  LAW. 


395 


Fifth. — Expenditures  During  the  Year.  i.  The  amount  paid  for  losses.  2. 
The  amount  of  dividends  paid  to  policyholders  and  to  stockholders.  3.  The 
amount  of  commissions  and  salaries  paid  to  agents.  4.  The  amount  paid  to 
officers  for  salaries.  5.  The  amount  paid  for  taxes.  6.  The  amount  of  all- other 
payments  and  expenditures. 

Sixth. — Miscellaneous.  1.  The  greatest  amount  insured  on  any  one  life.  2. 
The  amount  deposited  in  other  States  and  Territories  as  security  for  policy- 
holders therein,  stating  the  amount  in  each  State  or  Territory.  3.  The  amount 
of  premiums  received  in  this  State  during  the  year.  4.  The  amount  paid  for 
losses  in  this'  State  during  the  year.  5.  The  whole  number  of  policies  issued 
during  the  year,  with  the  amount  of  insurance  effected  thereby,  and  total  amount 
of  insurance  at  risk. 

Sec.  9.  The  Auditor  of  State  is  authorized  to  amend  the  form  of  annual  state- 
ment, and  to  propose  such  additional  inquiries  as  he  may  think  necessary  to 
elicit  a full  exhibit  of  the  standing  of  companies  organized  or  doing  business 
under  this  act. 

Sec.  10.  As  soon  as  practicable  after  the  filing  of  said  annual  statement  of 
any  company  organized  and  doing  business  under  the  provisions  of  this  act,  m 
the  office  of  the  Auditor  of  State,  he  shall  proceed  to  ascertain  the  net  cash  value 
of  each  policy  in  force  on  the  31st  day  of  December  immediately  preceding,  upon 
the  basis  of  the  American  Experience  Table  of  Mortality  and  four  per  cent 
interest,  or  Actuaries’  Combined  Experience  Table  of  Mortality  and  four  per 
cent  interest.  For  the  purpose  of  making  such  valuation,  the  Auditor  of  State 
may  employ  a competent  actuary  to  do  the  same,  who  shall  be  paid  by  the  com- 
pany for  which  the  services  are  rendered ; but  nothing  herein  shall  prevent  any 
company  from  making  said  valuation  herein  contemplated,  which  may  be  re- 
ceived by  the  Auditor  of  State  upon  such  proof  as  he  may  determine.  Upon 
ascertaining  in  the  manner  above  provided,  the  net  cash  value  of  all  policies  in 
force  in  any  company  organized  or  doing  business  under  this  act,  the  Auditor  of 
State  shall  notify  said  company  of  the  amount  thereof,  and  within  ninety  days 
after  the  date  of  such  notification  the  officers  of  such  company  shall  deposit  with 
the  Auditor  of  State,  for  the  security  and  benefit  of  all  its  policyhilders,  an 
amount  which,  together  with  the  sum  already  deposited  with  said  officer,  shall  be 
not  less  than  the  amount  of  such  ascertained  valuation  of  all  policies  in  force  in 
the  securities  described  in  section  22  of  this  act,  or  in  certificates  of  deposit  in 
any  solvent  bank  or  trust  company.  But  no  company  organized  under  this  act 
shall  be  required  to  make  such  deposit  until  the  cash  value  of  the  policies  in  force 
as  ascertained  by  the  Auditor  of  State  exceeds  the  amount  deposited  by  said 
company  under  Sections  5 or  6 hereof. 

Sec.  11.  On  receipt  of  the  deposit  and  statement  from  any  company,  as  pro- 
vided in  the  preceding  sections,  which  shall  be  renewed  annually,  the  Auditor  of 
State  shall  issue  a certificate  setting  forth  the  corporate  name  of  the  company; 
its  principal  office ; that  it  has  fully  complied  with  the  provisions  of  this  act ; 
stating  the  amount  deposited,  and  the  net  cash  value  of  outstanding  policies,  and 
the  table  upon  which  same  is  computed,  and  that  it  is  authorized  to  transact  the 
business  of  life  insurance : Provided,  That  any  such  certificate  shall  expire  on 

the  30th  day  of  May,  in  the  year  following  its  issue.  * 

Sec.  12.  Upon  the  failure  of  any  company  organized  or  doing  business  under 
this  act  to  make  the  deposit  or  file  the  statement  in  the  time  stated  herein,  the 
Auditor  of  State  shall  notify  such  company  to  issue  no  new  policies  in  this  State 
until  there  shall  have  been  compliance  with  said  requirement. 

Sec.  13.  The  Auditor  of  State  may,  at  any  time,  make  a personal  examination 
of  the  books,  papers  and  securities  of  any  life  insurance  company  organized 
or  doing  business  under  this  act,  or  may  authorize  or  empower  any  other  suitable 
person  to  make  such  examination,  and  for  the  purpose  of  securing  a full  and 
true  exhibit  of  its  affairs,  he,  or  the  person  selected  by  him  to  make  such  ex- 
amination, shall  have  power  to  examine,  under  oath,  any  officer  of  said  company 
relative  to  its  business  and  management. 

Sec.  14.  If  the  Auditor  of  State,  at  any  time,  find  from  any  report,  ex- 
amination or  otherwise,  that  the  assets  of  any  life  insurance  company,  organized 
or  doing  business  under  this  act,  are  less  than  its  liabilities,  exclusive  of  capital 
stock,  he  may  notify  it  to  cease  the  issue  of  new  policies  or  the  payment  of  divi- 


396 


CHARTERS  OF  LIFE  INSURANCE  COMPANIES. 


dends  to  stockholders  or  policyholders,  or  both,  until  the  deficiency  be  made 
good ; and  he  may,  and  if  it  appear  to  him  that  the  assets  of  such  company  are 
less  than  three-fourths  of  its  liabilities,  exclusive  of  capital  stock,  he  shall  com- 
municate the  facts  to  the  Attorney-General,  who  shall,  if  by  him  deemed  ad- 
visable, at  once  apply  to  the  Circuit  or  Superior  Court  of  the  county  where  the 
principal  office  of  said  company  is  located,  or  to  a judge  of  one  of  the  said  courts 
for  a receiver  for  said  company,  and  said  court  or  judge  shall  forthwith  issue  a 
citation  to  such  company  to  appear  at  a day  and  place  to  be  named  therein  and 
answer  to  said  application ; and  if  upon  the  hearing  of  said  application  said  court 
or  judge  shall  find  the  assets  of  said  company  to  be  less  than  its  liabilities  as 
aforesaid,  said  court  or  judge  may,  and  if  the  assets  are  found  to  be  less  than 
three-fourths  of  its  liabilities  as  aforesaid,  shall,  if  practicable,  scale  its  policy 
liabilities  to  an  amount  equal  to  or  less  than  its  assets,  or  he  may  provide  for  the 
reinsurance  of  its  outstanding  policies  in  some  solvent  company  authorized  to 
do  business  in  this  State.  If  neither  of  these  methods  are  practicable,  said  court 
or  judge  shall  appoint  some  disinterested  person  or  persons  to  be  receiver  or 
receivers  of  such  company,  and  said  court  or  judge  may  provide  the  mode  of 
proving  said  claims  against  such  company,  and  appoint  a committee  to  hear 
and  decide  upon  them,  and  may  limit  and  extend  the  time  for  the  presentation 
of  such  claims,  and  may  make  all  necessary  orders  in  reference  to  the  delivery  to 
and  possession  of  such  receiver  of  the  assets  and  property  of  such  company,  and 
the  sale  and  conveyance  of  the  same  by  him,  and  may  direct  the  application  of 
the  avails  of  such  assets  and  property  equitably  in  satisfaction  of  the  claims 
proved  against  such  company,  and  the  payment  of  the  present  value  of  its  out- 
standing policies  to  policyholders,  either  in  whole  or  in  part;  and  said  court  or 
judge  shall  annul  the  charter  and  decree  the  dissolution  of  such  company,  and 
make  all  other  orders  and  decrees  necessary  and  proper  in  reference  to  winding 
up  the  affairs  of  such  company,  and  the  disposition  of  its  property. 

Sec.  15.  Companies  shall  have  the  right  at  any  time  to  change  their  securities 
on  deposit,  by  substituting  for  those  withdrawn  a like  amount  in  other  securities 
of  the  character  provided  for  in  this  act,  and,  whenever  the  annual  valuation 
of  policies  outstanding  and  in  force  against  any  company  is  less  than  the  amount 
of  security  then  on  deposit  with  the  Auditor  of  State,  said  company  shall  have  the 
right  to  withdraw  such  excess ; but  at  least  twenty-five  thousand  dollars  shall 
remain  on  deposit. 

Sec.  16.  The  Auditor  of  State  shall,  at  the  request  of  any  company  doing 
business  under  the  provisions  of  this  act,  make  an  examination  of  such  company, 
and  shall  furnish  a certificate  of  the  results  of  such  examination,  showing  all  of 
its  assets  and  how  they  are  invested,  with  such  other  particulars  as  may  be 
deemed  necessary  to  show  the  character  and  condition  of  said  company.  The 
necessary  expense  of  such  examination  shall  be  paid  by  the  company. 

Sec.  17.  No  order,  judgment  or  decree,  providing  for  an  accounting  or  en- 
joining, restraining  or  interfering  with  the  prosecution  of  the  business  of  any 
insurance  corporation,  association  or  society,  organized  or  doing  business  under 
the  provisions  of  this  act,  or  appointing  a temporary  or  permanent  receiver 
thereof,  shall  be  made  or  granted  otherwise  than  upon  the  application  of  the 
Attorney-General  on  his  own  motion,  or  after  his  approval  of  a request  in  writing 
therefor  by  the  Auditor  of  State,  except  in  an  action  by  a judgment  creditor  or 
in  proceedings  supplementary  to  execution. 

Sec.  18.  If  at  any  time  any  company  organized  under  this  act  shows  to  the 
Circuit  or  Superior  Court  of  the  county  where  its  principal  offices  are  located, 
that  it  wishes  to  retire  from  business,  that  it  has  reinsured  all  its  policies,  and 
that  it  has  no  unpaid  liabilities  of  any  character,  such  court  shall,  if  it  finds  such 
facts  to  be  true,  enter  an  order  directing  the  Auditor  of  State  to  surrender  to  said 
company  all  funds  or  securities  theretofore  deposited  with  him  by  such  com- 
pany. No  such  order  shall  be  made  until  the  Auditor  of  State  shall  have  been 
notified  of  the  pendency  of  such  application  at  least  ten  days  before  the  time  set 
for  the  hearing  thereof  and  until  after  a full  hearing  by  said  court. 

Sec.  19.  The  Auditor  of  State  shall  permit  companies  having  on  deposit  with 
him  stocks  or  bonds  as  security,  to  collect  the  interest  accruing  on  such  deposits, 
delivering  to  their  authorized  agents,  respectively,  the  coupons  or  other  evi- 
dences of  interest  as  the  same  become  due,  but  upon  default  by  any  company  to 


the  'Indiana  law. 


3 97 


deposit  additional  security  as  called  for  by  the  Auditor  of  State,  or  pending  any 
proceedings  to  close  up  or  rejoin  it,  the  Auditor  of  State  shall  collect  the  interest 
as  it  becomes  due,  and  add  the  same  to  the  securities  in  his  hands  belonging  to 
such  company. 

Sec.  20.  Any  company  organized  or  doing  business  under  this  act  without 
certificate  as  provided  for  in  either  Sections  5 or  6,  or  in  Section  11  of  this  act, 
shall  forfeit  one  hundred  dollars  for  every  day  it  continues  to  write  new  business 
in  this  State  without  such  certificate. 

Sec.  21.  Suits  brought  to  recover  any  of  the  penalties  provided  for  in  this 
act,  shall  be  instituted  in  the  name  of  the  State  of  Indiana  on  relation  of  the 
prosecuting  attorney  of  the  Circuit  Court  of  the  county  in  which  the  principal 
office  of  said  company  is  located,  under  the  direction  and  by  the  authority  of  the 
Auditor  of  State.  Said  penalties,  when  recovered,  shall  be  paid  into  the  State 
treasury,  for  the  use  of  the  school  fund. 

Sec.  22.  No  company  organized  under  the  provisions  of  this  act  shall  invest 
its  funds  in  any  other  manner  than  as  follows : In  bonds  of  the  United  States ; 

in  bonds  of  this  State  or  of  any  other  State,  if  at  or  above  par;  in  bonds  and 
mortgages  on  unincumbered  real  estate  within  this  State,  or  in  any  other  State 
in  which  said  company  is  transacting  an  insurance  business,  worth  at  least  double 
the  amount  loaned  thereon,  and  the  value  of  such  real  estate  shall  be  determined 
by  a valuation  made  under  oath  by  two  freeholders  of  the  county  where  the  real 
estate  is  located  (if  buildings  are  considered  as  part  of  the  value  of  such  real 
estate,  they  must  be  insured  for  the  benefit  of  the  mortgagee)  ; in  bonds  or  other 
evidence  of  indebtedness,  bearing  interest,  of  any  county,  incorporated  city,  town 
or  school  district,  within  this  State,  or  any  other  State  in  which  said  company  is 
transacting  an  insurance  business,  where  such  bonds  or  other  evidences  of  in- 
debtedness are  issued  by  authority  of  law,  and  upon  which  interest  has  never 
been  defaulted ; in  loans  upon  the  pledge  of  stock,  bonds  or  mortgages  of  par 
value,  if  the  current  value  of  such  stock,  bonds  or  mortgages  is  at  least  twenty- 
five  per  cent  more  than  the  amount  loaned  thereon ; and  in  loans  upon  its  own 
policies,  provided  that  the  amount  so  loaned  shall  not  exceed  the  reserve  against 
said  policy  at  the  time  such  loan  is  made. 

Sec.  23.  No  company  organized  under  this  act  shall  be  permitted  to  purchase, 
hold,  or  convey  real  estate,  except  for  the  purpose  and  in  the  manner  herein  set 
forth  : 

1.  For  the  erection  and  maintenance  of  buildings  at  least  ample  and  adequate 
for  the  transaction  of  its  own  business. 

2.  Such  as  shall  have  been  mortgaged  to  it  in  good  faith  by  way  of  security 
loans,  for  money  due ; or 

3.  Such  as  shall  have  been  conveyed  to  it  in  satisfaction  of  debts  previously 
contracted  in  the  course  of  its  dealings ; or 

4.  Such  as  shall  have  been  purchased  at  sales  upon  judgments,  decrees,  or 
mortgages  obtained  or  made  for  such  debts,  and  no  company  incorporated  as 
aforesaid  shall  purchase,  hold,  or  convey  real  estate  in  any  other  cases  or  for 
any  other  purpose. 

Sec.  24.  All  real  estate  acquired  as  aforesaid,  except  such  as  is  occupied  by 
the  buildings  used  in  whole  or  in  part  for  the  accommodation  of  such  company 
in  the  transaction  of  its  business,  shall,  except  as  hereinafter  provided,  be  sold 
and  disposed  of  within  ten  years  after  such  company  shall  have  acquired  title  to 
the  same.  No  such  company  shall  hold  such  real  estate  for  a longer  period  than 
that  above  mentioned,  unless  the  said  company  shall  procure  a certificate  from 
the  Auditor  of  State  that  the  interests  of  the  company  will  suffer  materially  by  a 
forced  sale  of  such  real  estate,  in  which  event  the  time  for  the  sale  may  be 
extended  to  such  time  as  the  said  Auditor  of  State  shall  direct  in  said  certificate. 

Sec.  25.  No  corporation  organized  or  doing  business  under  this  act  shall 
transfer  its  risks  to  or  reinsure  them  in  any  other  corporation,  association  or 
society,  unless  the  contract  of  transfer  or  reinsurance  is  first  submitted  to  and 
approved  by  a two-thirds  vote  of  a meeting  of  the  insured,  called  to  consider  the 
same,  of  which  meeting  a written  or  printed  notice  shall  be  mailed  to  each  policy- 
holder, at  least  thirty  days  before  the  day  fixed  for  such  meeting.  No  such  cor- 
poration organized  or  doing  business  under  this  act,  shall  transfer  its  risks  or 
assets,  or  any  part  thereof,  to,  or  reinsure  its  risks,  or  any  part  thereof,  in  any 


398 


CHARTERS  OF  LIFE  INSURANCE  COMPANIES. 


insurance  corporation,  association  or  society  of  any  other  State  or  county  which 
is  not  at  the  time  of  such  transfer  or  reinsurance  authorized  to  do  business  in 
this  State  under  the  laws  thereof : Provided,  however.  That  the  foregoing  declara- 
tion shall  not  prevent  a company  from  reinsuring  half  of  its  over-average  policies 
in  other  solvent  companies  authorized  to  do  business  in  this  State  by  paying 
therefor  agreed  premiums  in  annual,  semi-annual  or  quarterly  instalments. 

Sec  26.  The  insured  in  any  such  corporation  shall  have  the  right  at  any  time, 
with  the  consent  of  such  corporation,  to  make  a change  in  his  payee  or  payees,  or 
beneficiary  or  beneficaries,  without  requiring  the  consent  of  such  payee  or  bene- 
ficiaries, provided  such  policy  has  not  been  assigned  as  security  for  debt,  or 
other  legal  consideration. 

Sec.  27.  Any  domestic  corporation,  association  or  society,  organized  under 
any  law  of  this  State,  transacting  business  of  life  insurance,  may  be  reincorpor- 
ated or  reorganized  under  the  provisions  of  this  act,  under  its  existing  corporate 
name,  by  filing  with  the  Auditor  of  State  a declaration  of  its  desire  to  do  so, 
signed  and  duly  acknowledged  by  a majority  of  its  board  of  directors,  trustees 
or  managers,  with  a statement  in  like  manner,  signed  and  acknowledged  by 
them,  that  such  corporation,  association  or  society  has  insured  the  requisite 
number  of  lives  as  herein  provided,  or,  if  a stock  company,  that  it  has  complied 
with  the  requirements  of  this  act  concerning  subscriptions  to  its  capital  stock, 
and,  provided  also,  they  have  deposited  with  the  Auditor  of  State  securities 
herein  provided  for,  whereupon  the  Auditor  of  State  shall  file  the  same,  together 
with  his  certificate  of  such  filing,  with  the  Secretary  of  State,  who  shall  issue  to 
such  corporation,  association  or  society  a certificate  of  such  reincorporation  or 
reorganization,  under  the  seal  of  the  State,  and  attach  thereto  copies  of  all  papers 
so  filed  with  the  Secretary  of  State,  and  the  same  shall  be  recorded  in  the  office 
of  the  Secretary  of  State,  and  copies  thereof  filed  in  the  office  of  the  Auditor  of 
State,  and  such  corporation,  association  or  society  shall  thereupon  be  deemed  to 
be  reincorporated  or  reorganized  under  the  provisions  of  this  act.  Any  such 
company  having  on  deposit  with  the  Auditor  of  State  securities  of  the  quality 
herein  required,  may  use  the  same  in  whole  or  in  part  for  making  the  deposits 
herein  provided  for. 

Sec.  28.  Such  reincorporation  or  reorganization  shall  not  affect  or  change 
the  corporate  identity  of  such  company,  nor  shall  it  affect,  in  any  manner,  its 
corporate  rights  or  liabilities,  all  of  which  shall,  after  such  reincorporation  or 
reorganization,  remain  vested  in,  or  continue  against,  the  said  company  as  re- 
incorporated or  reorganized  as  they  would  if  there  has  been  no  reincorporation 
or  reorganization,  except  that  assessment  companies  reorganizing  under  this 
law  may,  with  the  consent  of  any  policyholder  of  such  company,  waive  any  pro- 
visions contained  in  his  policy  or  certificate  of  membership,  providing  for  assess- 
ing members  or  reserving  the  right  to  call  for  any  additional  premiums,  usually 
known  as  the  emergency  or  safety  clause. 

Sec.  29.  Nothing  in  this  act  shall  be  construed  as  affecting  or  governing  life 
insurance  companies,  association  or  societies,  or  accident  insurance  companies, 
doing  business  on  the  assessment  plan,  or  organized  under  any  other  law  of  this 
State,  but  such  life  insurance  companies  may  reincorporate  and  avail  themselves 
of  the  provisions  of  this  act  by  complying  with  conditions  as  hereinbefore  pro- 
vided in  this  act. 

Sec.  30.  Nothing  in  this  act  shall  be  construed  as  affecting  or  governing  life 
insurance  companies  organized  under  the  laws  of  any  other  State  or  country, 
and  companies  organized  or  doing  business  under  the  provisions  of  this  act  shall 
be  subject  only  to  its  provisions. 

Sec.  31.  The  Auditor  of  the  State  shall  charge  for  filing  the  preliminary  state- 
ment, or  for  filing  the  annual  statement  required  by  the  provisions  of  this  act, 
and  for  issuing  the  license  or  authority  to  do  business,  the  same  fees  as  are  now 
required  by  law  of  companies  of  other  States  and  countries,  doing  business  in 
this  State,  for  similar  services. 

Sec.  32.  Whereas,  an  emergency  exists  for  the  immediate  taking  effect  of 
this  act,  the  same  shall  be  in  force  from  and  after  its  passage. 

Approved  by  the  Governor,  February  10,  1899. 


THE  MASSACHUSETTS  LAW. 


399 


MASSACHUSETTS  STATE  LAWS. 

The  laws  of  the  State  of  Massachusetts  impose  certain  conditions  upon  life 
companies  chartered  in  that  State,  and  also  upon  the  general  business  of  life 
insurance.  The  charters  of  the  Massachusetts  companies  should,  therefore,  be 
read  in  connection  with  the  laws  relating  to  domestic  corporations.  The  follow- 
ing extracts  from  the  Massachusetts  statutes  give  all  the  sections  of  the  law  that 
have  a material  bearing  upon  the  subject  of  life  insurance: 

Life  Insurance  and  Life  Insurance  Companies. 

Sec.  65.  What  to  be  Deemed  Life  Insurance  Companies. — All  corporations, 
associations,  partnerships,  or  individuals  doing  business  in  this  Commonwealth 
under  any  charter,  compact,  agreement,  or  statute  of  this  or  any  other  State, 
involving  the  payment  of  money  or  other  thing  of  value  to  families  or  repre- 
sentatives of  policy  and  certificate  holders  or  members,  conditioned  upon  the  con- 
tinuance or  cessation  of  human  life,  or  involving  an  insurance,  guaranty,  contract 
or  pledge  for  the  payment  of  endowments  or  annuities  shall  be  deemed  to  be  life 
insurance  companies,  and  shall  not  make  any  such  insurance,  guaranty,  contract 
or  pledge  in  this  Commonwealth,  or  to  or  with  any  citizen  or  resident  thereof, 
which  does  not  distinctly  state  the  amount  of  benefits  payable,  the  manner  of 
payment  and  the  consideration  therefor,  nor  any  such  insurance,  guarantee,  con- 
tract or  pledge,  the  performance  of  which  is  contingent  upon  the  payment  of 
assessments  made  upon  survivors. 

Sec.  66.  Companies  to  Cease  Business  After  Notice. — No  life  insurance 
company,  after  notice,  as  provided  in  sections  seven  and  nine,  shall  issue  new 
policies  under  its  authority  to  do  business  in  the  Commonwealth  until  its  funds 
have  become  equal  to  its  liabilities  and  it  has  complied  with  the  laws  as  provided 
in  said  sections,  and  has  obtained  a certificate  to  that  effect,  with  license  to  resume 
business,  from  the  Insurance  Commissioner. 

Sec.  67.  Admission  of  Foreign  Life  Companies. — A company  organized 

under  the  laws  of  any  other  of  the  United  States  for  the  transaction  of  life 
insurance  may  be  admitted  to  do  business  in  this  Commonwealth,  provided  it  has 
the  requisite  funds  of  a life  insurance  company,  and  in  the  opinion  of  the  Com- 
missioner is  in  sound  financial  condition,  and  has  policies  in  force  upon  not  less 
than  one  thousand  lives  for  an  aggregate  amount  of  not  less  than  one  million 
dollars.  Any  such  company  organized  under  the  laws  of  a State  or  government 
other  than  one  of  the  United  States,  in  addition  to  the  above  requirements,  must 
have  and  keep  on  deposit  or  in  the  hands  of  trustees,  as  provided  in  sections 
seventy-nine  and  eighty-one,  in  exclusive  trust  for  the  security  of  its  contracts 
with  policyholders  in  the  United  States,  funds  of  an  amount  equal  to  the  net 
value  of  all  its  policies  in  the  United  States  and  not  less  than  two  hundred 
thousand  dollars. 

Sec.  68.  Favoritism  in  Contracts  Prohibited. — No  life  insurance  company 
doing  business  in  Massachusetts  shall  make  or  permit  any  distinction  or  dis- 
crimination in  favor  of  individuals  between  insurants  of  the  same  class  and 
equal  expectation  of  life  in  the  amount  or  payment  of  premiums  or  rates  charged 
for  policies  of  life  or  endowment  insurance,  or  in  the  dividends  or  other  benefits 
payable  thereon,  or  in  any  other  of  the  terms  and  conditions  of  the  contracts  it 
makes ; nor  shall  any  such  company  or  any  agent  thereof  make  any  contract  of 
insurance,  or  agreement  as  to  such  contract,  other  than  as  plainly  expressed  in 
the  policy  issued  thereon ; nor  shall  any  such  company  or  agent  pay  or  allow, 
or  offer  to  pay  or  allow  as  inducement  to  insurance,  any  rebate  of  premium  pay- 
able on  the  policy,  or  any  special  favor  or  advantage  in  the  dividends  or  other 
benefit  to  accrue  thereon,  or  any  valuable  consideration  or  inducement  whatever 
not  specified  in  the  policy  contract  of  insurance. 

Sec.  69.  Color  Discrimination  Forbidden. — No  life  insurance  company  shall 
make  any  distinction  or  discrimination  between  white  persons  and  colored 


4oo 


CHARTERS  OF  LIFE  INSURANCE  COMPANIES. 


persons  wholly  or  partially  of  African  descent,  as  to  the  premiums  or  rates 
charged  for  policies  upon  the  lives  of  such  persons;  nor  shall  any  such  com- 
pany demand  or  require  greater  premiums  from  such  colored  persons  than  are 
at  that  time  required  by  such  company  from  white  persons  of  the  same  age, 
sex,  general  condition  of  health  and  prospect  of  longevity,  nor  shall  any  such 
company  make  or  require  any  rebate,  diminution,  or  discount  upon  the  amount 
to  be  paid  on  such  policy  in  case  of  the  death  of  such  colored  person  insured, 
nor  insert  in  the  policy  any  condition,  nor  make  any  stipulation  whereby  such 
person  insured  shall  bind  himself  or  his  heirs,  executors,  administrators  and 
assigns  to  accept  any  sum  less  than  the  full  value  or  amount  of  such  policy  in 
case  of  a claim  accruing  thereon  by  reason  of  the  death  of  such  person  insured, 
other  than  such  as  are  imposed  upon  white  persons  in  similar  cases ; and  any 
such  stipulation  or  condition  so  made  or  inserted  shall  be  void. 

Any  such  company  which  shall  refuse  the  application  of  any  such  colored 
person  for  insurance  upon  such  person’s  life  shall  furnish  such  person,  on  his 
request  therefor,  with  the  certificate  of  some  regular  examining  physician  of 
such  company  who  made  the  examination,  stating  that  such  refusal  was  not 
because  such  applicant  is  a person  of  color,  but  solely  upon  such  grounds  of  the 
general  health  and  prospect  of  longevity  of  such  person  as  would  be  applicable 
to  white  persons  of  the  same  age  and  sex. 

Sec.  70.  Surplus  Account  in  Annual  Statement. — Every  life  insurance  com- 
pany doing  business  in  Massachusetts  shall  report  in  its  annual  statement  the 
amount  of  forfeitures  and  undivided  surplus  on  lapsed  or  terminated  policies 
which  it  holds  for  or  which  is  to  accrue  to  the  benefit  of  any  class  of  its  policy- 
holders, whether  or  not  dividends  thereof  have  been  declared  or  allotment  made, 
and  whether  or  not  liable  for  obligations  of  the  company  until  distribution 
thereof  is  made ; also  the  amount  of  surplus,  not  ordered  to  be  distributed  and 
not  included  in  the  annual  statement  as  dividends  due  to  policyholders,  and  not 
appropriated  to  the  permanent  safety  fund  under  the  provisions  of  section 
seventy-five,  accrued  from  and  contributed  by  its  policies  in  force. 

Sec.  7 1.  Medical  Examination. — No  life  insurance  company  organized  under 
the  laws  of  or  doing  business  in  this  commonwealth  shall  enter  into  any  contract 
of  insurance  upon  lives  within  this  commonwealth  without  having  previously 
made  or  caused  to  be  made  a prescribed  medical  examination  of  the  insured  by  a 
registered  medical  practitioner. 

Any  insurance  company  violating  the  provisions  of  this  section,  or  any  officer, 
agent  or  other  person  soliciting  or  effecting,  or  attempting  to  effect,  a contract 
of  insurance  contrary  to  the  provisions  hereof,  shall  be  punished  by  a fine  of  not 
more  than  one  hundred  dollars  for  each  offense. 

Sec.  72.  Reinsurance  by  Domestic  Companies. — No  domestic  life  insurance 
company  shall  reinsure  its  risks  except  by  permission  of  the  Insurance  Com- 
missioner ; but  may  reinsure  not  exceeding  one-half  of  any  individual  risk. 

Sec.  73.  Rights  of  Creditor  and  Beneficiary. — When  a policy  of  insurance  is 
effected  by  any  person  on  his  own  life,  or  on  another  life  in  favor  of  some  person 
other  than  himself  having  an  insurable  interest  therein,  the  lawful  beneficiary 
thereof,  other  than  himself  or  his  legal  representatives,  shall  be  entitled  to  its 
proceeds  against  the  creditors  and  representatives  of  the  person  effecting  the 
same;  and  the  person  to  whom  a policy  of  life  insurance,  hereafter  issued,  is 
made  payable  may  maintain  an  action  thereon  in  his  own  name ; provided,  that, 
subject  to  the  statute  of  limitation,  the  amount  of  any  premiums  for  said  in- 
surance paid  in  fraud  of  creditors,  with  interest  thereon,  shall  inure  to  their 
benefit  from  the  proceeds  of  the  policy;  but  the  company _ issuing  the  policy 
shall  be  discharged  of  all  liability  thereon  by  payment  of  its  proceeds  in  ac- 
cordance with  its  terms,  unless,  before  such  payment,  the  company  shall  have 
written  notice  by  or  in  behalf  of  some  creditor,  with  specification  of  the  amount 
claimed,  claiming  to  recover  for  certain  premiums  paid  in  fraud  of  creditors. 

Every  policy  of  life  insurance  made  payable  to  or  for  the  benefit  of  a married 
woman,  or  after  its  issue  assigned,  transferred,  or  in  any  way  made  payable 
to  a married  woman,  or  to  any  person  in  trust  for  her  or  for  her  benefit,  whether 
procured  by  herself,  her  husband  or  by  any  other  person,  and  whether  the 
assignment  or  transfer  is  made  by  her  husband,  or  by  any  other  person,  shall 
inure  to  her  separate  use  and  benefit,  and  to  that  of  her  children,  subject  to  the 


THE  MASSACHUSETTS  LAW. 


401 


provisions  of  this  section  relating  to  premiums  paid  in  fraud  of  creditors ; and 
those  of  section  seventy-six 

In  any  claim  arising  under  a policy  which  has  been  issued  in  this  Common- 
wealth by  any  life  insurance  company,  without  previous  medical  examination,  or 
without  the  knowledge  and  consent  of  the  insured,  or,  in  case  said  insured  is  a 
minor,  without  the  consent  of  the  parent,  guardian  or  other  person  having  legal 
custody  of  said  minor,  the  statements  made  in  the  application  as  to  the  age, 
physical  condition  and  family  history  of  the  insured  shall  be  held  to  be  valid  and 
binding  upon  the  company;  provided,  however,  that  the  company  shall  not  be 
debarred  from  proving  as  a defense  to  such  claim  that  said  statements  were 
wilfully  false,  fraudulent  or  misleading;  and  provided,  further,  that  every  policy 
which  contains  a reference  to  the  application  of  the  insured,  either  as  a part  of 
the  policy  or  as  having  any  bearing  thereon,  must  have  attached  thereto  a correct 
copy  of  the  application,  and  unless  so  attached  the  same  shall  not  be  considered 
a part  of  the  policy  or  received  in  evidence.  Each  application  for  such  policy  shall 
have  printed  upon  it  in  large  bold-faced  type  the  following  words : “Under  the 

laws  of  Massachusetts,  each  applicant  for  a policy  of  insurance  to  be  issued 
hereunder  is  entitled  to  be  furnished  with  a copy  of  this  application  attached  to 
any  policy  issued  thereon.” 

Any  solicitor,  agent,  examining  physician,  or  other  person  who  shall  knowingly 
or  wilfully  make  any  false  or  fraudulent  statement  or  representation  in  or  with 
reference  to  any  application  for  insurance,  or  who  shall  make  any  such  statement 
for  the  purpose  of  obtaining  any  fee,  commission,  money  or  benefit  in  any  cor- 
poration transacting  business  under  this  act,  shall  be  guilty  of  a misdemeanor, 
and  upon  conviction  shall  be  punished  by  a fine  of  not  less  than  one  hundred 
nor  more  than  five  hundred  dollars,  or  imprisonment  in  the  county  jail  for  not 
less  than  thirty  days  nor  more  than  one  year,  or  both,  at  the  discretion  of  the 
court ; and  any  person  who  shall  wilfully  make  a false  statement  of  any  material 
fact  or  thing  in  a sworn  statement  as  to  the  death  or  disability  of  a policy  or 
certificate  holder  in  any  such  corporation,  for  the  purpose  of  procuring  payment 
of  a benefit  named  in  the  certificate  of  such  holder,  shall  be  guilty  of  perjury. 

After  the  first  day  of  October,  in  the  year  eighteen  hundred  and  ninety-four, 
no  life  insurance  company  transacting  business  under  this  act  shall  issue  any 
policy  to  a resident  of  this  Commonwealth  which  does  not  bear  in  bold  letters 
upon  its  face  a plain  description  of  the  policy,  so  fully  defining  its  character,  in- 
cluding the  dividend  periods  and  other  peculiarities,  that  the  holder  thereof  shall 
not  be  liable  to  mistake  the  nature  or  scope  of  the  contract. 


Domestic  Mutual  Life  Companies. 

Sec.  74.  Policyholders  are  Members. — Every  person  insured  by  a domestic 
mutual  life  insurance  company  shall  be  a member  entitled  to  one  vote,  and  one 
vote  additional  for  each  five  thousand  dollars  of  insurance  in  excess  of  the  first 
five  thousand  dollars,  and  shall  be  notified  of  its  annual  meetings  by  written 
notice  or  by  an  imprint  in  the  form  prescribed  in  section  forty  upon  the  back  of 
each  policy,  receipt  or  certificate  of  renewal. 

Members  may  vote  by  proxies  dated  and  executed  within  three  months  and 
returned  and  recorded  on  the  books  of  the  company  seven  days  or  more  before 
the  meeting  at  which  they  are  to  be  used ; but  no  person  shall  be  allowed  as 
proxy  or  otherwise  to  cast  more  than  twenty  votes,  and  no  officer  shall  himself, 
or  by  another,  ask  for,  receive,  procure  to  be  obtained,  or  use  a proxy  vote. 

Sec.  75.  The  stockholders  of  the  guaranty  capital  of  any  such  company  shall 
be  entitled  to  such  annual  dividends  not  exceeding  eight  per  cent,  payable  from 
the  net  surplus,  as  may  have  been  agreed  upon  in  the  subscription  thereof.  Any 
such  company  may  redeem  its  guaranty  capital  by  appropriation  of  net  surplus  for 
that  purpose,  whenever  its  members  so  vote. 

Distribution  of  Surplus. — The  directors  of  any  domestic  life  insurance  com- 
pany, out  of  the  funds  remaining  after  providing  for  the  reserve  required  by  the 
provisions  of  section  eleven,  and  for  all  other  liabilities,  may  from  time  to  time 
make  to  policyholders  not  in  arrears  distributions  of  surplus  not  inconsistent 
with  the  terms  of  their  policies.  Such  distributions  to  policyholders  shall  be 
made  upon  the  contribution  to  surplus  plan. 


402 


CHARTERS  OF  LIFE  INSURANCE  COMPANIES. 


Sec.  76.  Non-Forfeiture  of  Policies. — All  policies  issued  prior  to  the  first  day 
of  January,  in  the  year  nineteen  hundred  and  one,  by  any  domestic  life  insurance 
company  shall  be  subject  to  the  provisions  of  law  limiting  forfeiture  which  are 
applicable  and  in  force  at  the  date  of  their  issue.  No  policy  of  life  or  endowment 
insurance  issued  by  any  such  company  after  the  thirty-first  day  of  December,  in 
the  year  nineteen  hundred,  shall  become  forfeit  or  void  for  non-payment  of  pre- 
mium after  three  full  annual  premiums  have  been  paid  thereon;  but  in  case  of 
default  in  the  payment  of  any  subsequent  premium,  then  without  any  further 
stipulation  or  act  such  policy  shall  be  binding  upon  the  company  for  the  amount 
of  paid  up  insurance  which  the  then  net  value  of  the  policy  and  all  dividend 
additions  thereon,  computed  by  the  rule  of  section  eleven,  less  any  indebtedness 
to  the  company  on  account  of  said  policy,  and  less  the  surrender  charge  pro- 
vided herein,  will  purchase  as  a net  single  premium  for  life  or  endowment  in- 
surance maturing  or  terminating  at  the  time  and  in  the  manner  provided  in  the 
original  policy  contract ; and  such  default  shall  not  change  or  affect  the  condi- 
tions or  terms  of  the  policy,  except  as  regards  the  payment  of  premiums  and  the 
amount  payable  thereon.  Said  surrender  charge,  unless  fixed  at  a smaller  rate 
by  the  policy,  shall  be  five  per  cent  of  the  present  value  of  the  future  net  pre- 
miums at  the  date  of  default,  which  by  its  terms  said  policy  is  exposed  to  payment 
in  case  of  its  continuance,  computed  upon  the  rate  of  mortality  and  interest 
assumed  in  section  eleven.  But  any  company  may  contract  with  its  policyholders 
to  furnish,  in  lieu  of  the  paid  up  insurance  provided  for  in  this  section,  any  other 
form  of  life  insurance  lawful  in  this  commonwealth,  of  not  less  value.  Every 
such  paid  up  policy  shall  have  a cash  surrender  value,  which  shall  be  its  net 
value,  less  any  indebtedness  to  the  company  on  account  of  said  policy,  and  every 
policy  which  by  its  own  terms  has  become  paid  up  shall  have  a cash  surrender 
value,  which  shall  be  its  net  value,  less  five  per  cent  of  one  net  premium,  and  the 
holder  of  any  paid  up  policy  may  upon  any  anniversary  of  its  issue  surrender  the 
same  and  claim  and  recover  from  the  company  such  surrender  value  in  cash. 
But  no  surrender  of  a policy  shall  be  made  without  the  written  assent  of  the 
person  to  whom  the  policy  is  made  payable.  On  policies  of  prudential  or  in- 
dustrial insurance  on  which  the  weekly  premiums  are  not  more  than  fifty  cents 
each  the  surrender  value  shall  in  all  cases  be  payable  in  cash,  which  shall  be  a 
legal  claim  for  not  more  than  two  years  from  the  date  of  lapse.  Any  condition 
or  stipulation  in  the  policy  or  elsewhere  which  is  contrary  to  the  provisions  of 
this  section,  and  any  waiver  of  such  provisions  by  the  insured,  shall  be  void. 


THE  NEW  YORK  LAW. 


403 


NEW  YORK  STATE  LAWS. 

The  following  extracts  from  the  insurance  laws  of  the  State  of  New  York 
include  the  sections  especially  applicable  to  the  business  of  life  insurance.  They 
are  taken  from  the  codified  laws  of  1892  amended  in  1893-4: 

Sec.  83.  Distribution  of  Surplus  to  Policyholders. — Any  domestic  life  in- 
surance corporation  may  ascertain  at  any  given  time,  and  from  time  to  time,  the 
proportion  of  surplus  accruing  to  each  policy  from  the  date  of  the  last  to  the 
date  of  the  next  succeeding  premium  payment,  and  may  distribute  the  proportion 
found  to  be  equitable  either  in  cash,  in  reduction  of  premium  or  in  reversionary 
insurance,  payable  with  the  policy  and  upon  the  same  conditions  as  therein  ex- 
pressed at  the  next  succeeding  date  of  such  payment,  notwithstanding  anything 
in  the  charter  of  such  corporation  to  the  contrary. 

Sec.  84.  Valuation  of  Policies. — The  Superintendent  of  Insurance  shall  an- 
nually make  valuations  of  all  outstanding  policies,  additions  thereto,  unpaid  divi- 
dends, and  all  other  obligations  of  every  life  insurance  corporation  doing  busi- 
ness in  this  State.  All  valuations  made  by  him  or  by  his  authority  shall  be  made 
upon  the  net  premium  basis,  according  to  the  standard  of  valuation  adopted  by 
the  company  for  the  obligation  to  be  valued,  provided , that  in  every  case  the 
standard  of  valuation  employed  shall  be  stated  in  his  annual  report.  Any  com- 
pany may  adopt  different  standards  for  obligations  of  different  dates  or  classes, 
but  if  the  total  value  determined  by  any  such  standard  for  the  obligations  for 
which  it  has  been  adopted  shall  be  less  than  that  determined  by  the  legal  minimum 
standard  hereinafter  prescribed,  or  if  the  company  adopt  no  standard,  said  legal 
minimum  standard  shall  - be  used.  The  legal  minimum  standard  for  contracts 
issued  before  the  first  day  of  January,  nineteen  hundred  and  one,  shall  be  the 
Actuaries’  or  Combined  Experience  Table  of  mortality  with  interest  at  four  per 
centum  per  annum,  and  for  contracts  issued  on  or  after  said  day  shall  be  the 
American  Experience  Table  of  Mortality  with  interest  at  three  and  one-half  per 
centum  per  annum.  The  Superintendent  may  vary  the  standards  of  interest  and 
mortality  in  the  case  of  corporations  from  foreign  countries ; and  in  particular 
cases  of  invalid  lives  and  other  extra  hazards,  and  value  policies  in  groups,  use 
approximate  averages  for  fractions  of  a year  and  otherwise,  and  calculate  values 
by  net  premiums  or  otherwise  and  accept  the  valuation  of  the  Department  of  In- 
surance of  any  other  State  in  place  of  the  valuation  herein  required  if  the  insur- 
ance officer  of  such  State  accepts  as  sufficient  and  valid  for  all  purposes  the  certi- 
ficate of  valuation  of  the  Superintendent  of  Insurance  of  this  State. 

Sec.  85.  When  Actual  Premium  is  Less  than  Net  Premium. — When  the 
actual  premium  charged  for  an  insurance  by  any  life  insurance  corporation 
doing  business  in  this  State  is  less  than  the  net  premium  for  such  insurance 
computed  according  to  the  table  of  mortality  and  rate  of  interest  prescribed 
in  this  article,  such  corporation  shall  be  charged  as  a separate  liability  with  the 
value  of  an  annuity,  the  amount  of  which  shall  equal  the  difference  between  such 
premiums  and  the  term  of  which  in  years  shall  equal  the  number  of  future 
annual  payments  due  on  such  insurance  at  the  date  of  the  valuation. 

Sec.  86.  What  Shall  be  Allowed  as  Assets. — In  estimating  the  condition  of 
any  life  insurance  corporation,  under  the  provisions  of  this  chapter,  or  in  any 
examination  made  by  him,  or  by  an  examiner  appointed  by  him,  the  superin- 
tendent shall  allow  as  assets  only  such  investments  as  are  authorized  by  the  laws 
of  this  State,  at  the  date  of  examination,  and  shall  charge  as  liabilities,  in  addi- 
tion to  the  capital  stock,  all  outstanding  indebtedness  of  the  corporation,  and  the 
premium  reserve  on  policies,  and  additions  thereto  in  force  computed  according 
to  the  table  of  mortality  and  rate  of  interest  prescribed  in  this  article.  Any 
assets  or  securities  lawfully  held  or  acquired  for  the  satisfaction,  reduction  or 
guarantee  of  any  indebtedness  to  the  corporation  shall  be  allowed  as  assets  at 
their  just  value  in  the  judgment  of  the  Superintendent,  but  the  total  assets  in- 
vested and  otherwise  of  every  domestic  life  insurance  corporation  shall  be  held 
to  be  accumulations  for  the  exclusive  benefit  of  policyholders,  and  no  payment  to 


404 


CHARTERS  OF  LIFE  INSURANCE  COMPANIES. 


stockholders  shall  be  made  therefrom  until  all  obligations  to  policyholders  and 
creditors  have  been  fully  provided  for,  including  the  reserve  required  by  this 
chapter  to  be  determined  by  the  Superintendent  of  Insurance.  Whenever  it  shall 
appear  to  the  said  Superintendent  from  the  statement  of  any  life  insurance  cor- 
poration made  to  the  Insurance  Department  or  from  an  examination  of  the 
affairs  of  any  such  corporation  (if  a stock  corporation)  that  its  capital  stock  is 
impaired  to  the  extent  of  fifty  per  centum  thereof,  upon  the  basis  of  such  reserve 
liability  for  policies  and  annuities  in  force  as  may  be  the  standard  used  within 
this  State  at  the  time  of  ascertaining  such  impairment,  it  shall  be  the  duty  of 
the  said  Superintendent,  if  the  corporation  is  organized  under  the  laws  of  any 
other  State  or  country,  to  revoke  the  certificate  of  authority  issued  to  the  agent 
or  agents  of  any  corporation,  and  cause  a notice  thereof  to  be  published  in  the 
State  paper  for  four  weeks,  and  the  agent  or  agents  of  such  corporation  are. 
after  such  notice,  required  to  discontinue  the  issuing  of  any  new  policies.  If  the 
corporation  so  impaired  is  organized  under  the  laws  of  this  State,  it  shall  be  the 
duty  of  said  Superintendent  to  direct  the  officers  thereof  to  require  the  stock- 
holders to  make  good  in  cash  the  amount  of  such  deficiency  within  ninety  days 
after  the  date  of  his  requisition.  And  upon  the  failure  of  the  stockholders  to 
make  good  such  deficiency  within  the  time  specified  in  such  requisition,  the  cor- 
poration shall  then  be  subject  to  the  provisions  of  section  twenty-one  of  this 
chapter.  Provided  that  any  corporation  organized  under  the  laws  of  this  State, 
whose  capital  is  impaired  as  above  fifty  per  centum,  may  by  a vote  of  a majority 
of  its  directors  at  a meeting  called  for  that  purpose  reduce  its  capital  stock  to  an 
amount  not  less  than  one  hundred  thousand  dollars ; and  the  said  directors  are 
hereby  empowered  to  issue  new  certificates  of  stock  to  the  stockholders  for  the 
amount  of  the  reduced  capital,  and  require  in  return  all  certificates  previously 
issued. 

Sec.  87.  Restrictions  as  to  Dividends  Removed. — Any  domestic  life  insurance 
corporation  which  by  its  charter  or  articles  of  association  is  restricted  to  making 
a dividend  only  once  in  two  or  more  years  may  hereafter,  notwithstanding  any- 
thing to  the  contrary  in  such  charter  or  articles,  make  and  pay  over  dividends 
annually,  or  at  longer  intervals,  in  the  manner  and  proportions  and  among  the 
parties  provided  for  in  such  charter  or  articles. 

Sec.  88.  Surrender  Value  of  Lapsed  or  Forfeited  Policies. — Whenever  any 
policy  of  life  insurance  issued  after  January  1,  eighteen  hundred  and  eighty,  by 
any  domestic  life  insurance  corporation,  after  being  in  force  three  full  years, 
shall,  by  its  terms,  lapse  or  become  forfeited  for  the  non-payment  of  any  premium 
or  any  note  given  for  a premium  or  loan  made  in  cash  on  such  policy  as  security, 
or  of  any  interest  on  such  note  or  loan,  the  reserve  on  such  policy  computed 
according  to  the  American  experience  table  of  mortality,  at  the  rate  of  four 
and  one-half  per  cent  per  annum,  shall,  on  demand  made,  with  surrender  of  the 
policy  within  six  months  after  such  lapse  or  forfeiture,  be  taken  as  a single  pre- 
mium of  life  insurance  at  the  published  rates  of  the  corporation  at  the  time  the 
policy  was  issued,  and  shall  be  applied,  as  shall  have  been  agreed  in  the  ap- 
plication or  policy,  either  to  continue  the  insurance  of  the  policy  in  force  at  its 
full  amount  so  long  as  such  single  premium  will  purchase  temporary  insurance 
for  that  amount,  at  the  age  of  the  insured  at  the  time  of  lapse  or  forfeiture,  or  to 
purchase  upon  the  same  life  at  the  same  age  paid-up  insurance  payable  at  the 
same  time  and  under  the  same  conditions,  except  as  to  payments  of  premiums, 
as  the  original  policy.  If  no  such  agreement  be  expressed  in  the  application  or 
policy,  such  single  premium  may  be  applied  in  either  of  the  modes  above  specified 
at  the  option  of  the  owner  of  the  policy,  notice  of  such  option  to  be  contained  in 
the  demand  hereinbefore  required  to  be  made  to  prevent  the  forfeiture  of  the 
policy. 

The  reserve  hereinbefore  specified  shall  include  dividend  additions  calculated 
at  the  date  of  the  failure  to  make  any  of  the  payments  above  described  accord- 
ing to  the  American  experience  table  of  mortality  with  interest  at  the  rate  of 
four  and  one-half  per  cent  per  annum  after  deducting  any  indebtedness  of  the 
insured  on  account  of  any  annual  or  semi-annual  or  quarterly  premium  then 
due,  and  any  loan  made  in  cash  on  such  policy,  evidence  of  which  is  acknowl- 
edged by  the  insured  in  writing. 

The  net  value  of  the  insurance  given  for  such  single  premium  under  this 


THE  NEW  YORK  LAW. 


405 


section,  computed  by  the  standard  of  this  State,  shall  in  no  case  be  less- than 
two-thirds  of  the  entire  reserve  computed  according  to  the  rule  prescribed  in 
this  section  after  deducting  the  indebtedness  as  specified ; but  such  insurance 
shall  not  participate  in  the  profits  of  the  corporation. 

If  the  reserve  upon  any  endowment  policy  applied  according  to  the  provisions 
of  this  section  as  a single  premium  of  temporary  insurance  be  more  than  sufficient 
to  continue  the  insurance  to  the  end  of  the  endowment  term  named  in  the  policy, 
and  if  the  insured  survive  that  term,  the  excess  shall  be  paid  in  cash  at  the  end 
of  such  term,  on  the  conditions  on  which  the  original  policy  was  issued. 

This  section  shall  not  apply  to  any  case  where  the  provisions  of  the  section 
are  specifically  waived  in  the  application  and  notice  of  such  waiver  is  written  or 
printed  in  red  ink  on  the  margin  of  the  face  of  the  policy  when  issued. 

Sec.  89.  Discriminations  Prohibited. — No  life  insurance  corporation  doing 
business  in  this  State  shall  make  any  discrimination  in  favor  of  individuals  of  the 
same  class  or  of  the  same  expectation  of  life  either  in  the  amount  of  premium 
charged  or  in  any  return  of  premium,  dividends  or  other  advantages.  No  agent 
of  any  such  corporation  shall  make  any  contract  for  insurance  or  agreement  as 
to  such  contract  other  than  that  which  is  plainly  expressed  in  the  policy  issued. 

No  such  corporation  or  agent  thereof  shall  pay  or  allow,  or  offer  to  pay,  or 
allow  as  an  inducement  to  any  person  to  insure  any  rebate  of  premium,  or  any 
special  favor  or  advantage  whatever,  in  the  dividends  to  accrue  thereon,  or  any 
inducement  whatever  not  specified  in  the  policy. 

If  it  shall  appear  to  the  satisfaction  of  the  Superintendent  of  Insurance,  after 
a hearing  by  him  upon  due  notice,  that  any  corporation  is  issuing  policies  or 
making  contracts  that  are  directly  or  indirectly  in  violation  of  this  section,  he 
shall,  upon  the  written  approval  of  the  Attorney-General,  require  such  corpora- 
tion and  its  officers  and  agents  to  refrain,  within  twenty  days,  from  making  any 
such  policy  or  contract.  No  such  corporation  shall  make  any  agreement  with 
any  of  its  officers,  trustees  or  salaried  employees  whereby  it  agrees  that  for  any 
services  rendered  or  to  be  rendered  thereafter  by  such  official,  trustee  or  em- 
ployee, he  shall  receive  any  salary,  compensation  or  emolument  that  will  extend 
beyond  a period  of  twelve  months  from  the  date  of  such  agreement  or  contract. 

If  any  such  corporation,  or  officer  or  agent  thereof,  shall  fail  to  comply  with 
the  provisions  of  this  section,  the  Superintendent  shall,  within  twenty  days  after 
such  failure,  publish  a notice  of  the  fact  in  the  State  paper  once  a week  for  four 
weeks,  and  institute  such  proceedings  in  law  as  may  be  necessary  to  restrain 
such  violation  of  this  section. 

Sec.  90.  Discriminations  Against  Colored  Persons  Prohibited. — No  life  in- 
surance corporation  doing  business  within  this  State  shall  make  any  distinction 
or  discrimination  between  white  persons  and  colored  persons,  wholly  or  partially 
of  African  descent,  as  to  the  premiums  or  rates  charged  for  policies  upon  the 
lives  of  such  persons,  or  in  any  other  manner  whatever ; nor  shall  any  such  cor- 
poration demand  or  require  a greater  premium  from  such  colored  persons  than 
is  at  that  time  required  by  such  corporation  from  white  persons  of  the  same 
age,  sex,  general  condition  of  health  and  prospect  of  longevity;  nor  shall  any 
such  corporation  make  or  require  any  rebate,  diminution  or  discount  upon  the 
amount  to  be  paid  on  such  policy  in  case  of  the  death  of  such  colored  persons 
insured,  nor  insert  in  the  policy  any  condition,  nor  make  any  stipulation  whereby 
such  person  insured  shall  bind  himself,  or  his  heirs,  executors,  administrators 
and  assigns  to  accept  any  sum  less  than  the  full  value  or  amount  of  such  policy 
in  case  of  a claim  accruing  thereon  by  reason  of  the  death  of  such  person  insured, 
other  than  such  as  are  imposed  upon  white  persons  in  similar  cases ; and  any 
such  stipulation  or  condition  so  made  or  inserted  shall  be  void. 

Sec.  91.  Certificate  of  Authority  of  Agents. — No  person  shall  act  as  agent, 
sub-agent  or  broker,  in  the  solicitation  or  procurement  of  applications  for  in- 
surance or  for  any  policy  of  insurance,  for  any  life  insurance  corporation  doing 
business  in  this  State,  without  first  procuring  from  the  Superintendent  of  In- 
surance a certificate  of  authority,  which  must  be  renewed  annually  on  the  first 
day  of  January,  or  within  sixty  days  thereafter,  and  a duplicate  of  which  shall 
be  filed  in  the  office  of  the  Superintendent. 

Agents  operating  solely  for  companies  transacting  industrial  or  prudential  in- 
surance on  the  weekly  payment  plan  of  insurance  are  exempted  from  the  pro- 


406 


CHARTERS  OF  LIFE  INSURANCE  COMPANIES. 


visions  of  this  section,  and  this  exemption  shall  apply  to  all  agents  representing 
foreign  life  insurance  corporations  transacting  business  upon  the  prudential  or 
industrial  plan. 

On  the  conviction  of  any  person  acting  as  agent,  sub-agent  or  broker,  of  the 
commission  of  any  act  which  is  a violation  of  any  of  the  provisions  of  this  and 
the  preceding  section,  the  Superintendent  shall  immediately  revoke  the  certificate 
of  authority  issued  to  him,  and  no  such  certificate  shall  thereafter  be  issued  to 
such  convicted  person  by  the  Superintendent  for  three  years  from  the  date  of  his 
conviction. 

Sec.  92.  No  Forfeiture  of  Policy  Without  Notice. — No  life  insurance  cor- 
poration doing  business  in  this  State  shall  within  one  year  after  the  default  in  pay- 
ment of  any  premium,  instalment  or  interest,  declare  forfeited,  or  lapsed,  any  policy 
hereafter  issued  or  renewed,  and  not  issued  upon  the  payment  of  monthly  or 
weekly  premiums,  or  unless  the  same  is  a term  insurance  contract  for  one  year 
or  less,  nor  shall  any  such  policy  be  forfeited,  or  lapsed,  by  reason  of  non-payment 
when  due  of  any  premium,  interest  or  instalment  or  any  portion  thereof  required 
by  the  terms  of  the  policy  to  be  paid,  unless  a written  or  printed  notice  stating 
the  amount  of  such  premium,  interest,  instalment,  or  portion  thereof,  due  on  such 
policy,  the  place  where  it  should  be  paid,  and  the  person  to  whom  the  same  is 
payable,  shall  be  duly  addressed  and  mailed  to  the  person  whose  life  is  insured, 
or  the  assignee  of  the  policy,  if  notice  of  the  assignment  has  been  given  to  the 
corporation,  at  his  or  her  last  known  postoffice  address,  postage  paid  by  the  cor- 
poration, or  by  an  officer  thereof,  or  person  appointed  by  it  to  collect  such  pre- 
mium. at  least  fifteen  and  not  more  that  forty-five  days  prior  to  the  day  when 
the  same  is  payable. 

The  notice  shall  also  state  that  unless  such  premium,  interest,  instalment,  or 
portion  thereof,  then  due,  shall  be  paid  to  the  corporation,  or  to  a duly  ap- 
pointed agent  or  person  authorized  to  collect  such  premium  by  or  before  the  day 
it  falls  due,  the  policy  and  all  payments  thereon  will  become  forfeited  and  void 
except  as  to  the  right  to  a surrender  value  or  paid-up  policy  as  in  this  chapter 
provided. 

If  the  payment  demanded  by  such  notice  shall  be  made  within  its  time  limited 
therefor,  it  shall  be  taken  to  be  in  full  compliance  with  the  requirements  of  the 
policy  in  respect  to  the  time  of  such  payment ; and  no  such  policy  shall  in  any  case 
be  forfeited  or  declared  forfeited,  or  lapsed,  until  the  expiration  of  thirty  days 
after  the  mailing  of  such  notice. 

The  affidavit  of  any  officer,  clerk  or  agent  of  the  corporation,  or  of  any  one 
authorized  to  mail  such  notice,  that  the  notice  required  by  this  section  has  been 
duly  addressed  and  mailed  by  the  corporation  issuing  such  policy  shall  be  pre- 
sumptive evidence  that  such  notice  has  been  duly  given.  No  action  shall  be 
maintained  to  recover  under  a forfeited  policy,  unless  the  same  is  instituted 
within  one  year  from  the  day  upon  which  default  was  made  in  paying  the  pre- 
mium, instalment,  interest  or  portion  thereof  for  which  it  is  claimed  that  for- 
feiture ensued. 


INDEX. 


PAGE 

y£tna  Life  Insurance  Company  5 

Bankers  Life  Insurance  Company  of  New  York 15 

Berkshire  Life  Insurance  Company 21 

Central  Life  Assurance  Society  of  the  United  States 27 

Citizens  Life  Insurance  Company 33 

Colonial  Life  Insurance  Company  of  America 37 

Columbian  National  Life  Insurance  Company 38 

Connecticut  General  Life  Insurance  Company 42 

Connecticut  Mutual  Life  Insurance  Company 48 

Conservative  Life  Insurance  Company 57 

Des  Moines  Life  Insurance  Company 62 

Equitable  Life  Insurance  Company  of  Iowa 66 

Equitable  Life  Assurance  Society  of  the  United  States 70 

Federal  Life  Insurance  Company 79 

Fidelity  Mutual  Life  Insurance  Company 90 

Franklin  Life  Insurance  Company 93 

Germania  Life  Insurance  Company 95 

Hartford  Life  Insurance  Company 104 

Home  Life  Insurance  Company 112 

Inter-State  Life  Assurance  Company 118 

John  Hancock  Mutual  Life  Insurance  Company 119 

Life  Insurance  Company  of  Virginia 121 

Manhattan  Life  Insurance  Company 133 

Maryland  Life  Insurance  Company  of  Baltimore 140 

Massachusetts  Mutual  Life  Insurance  Company 144 

Metropolitan  Life  Insurance  Company 150 

Michigan  Mutual  Life  Insurance  Company 157 

Minnesota  Mutual  Life  Insurance  Company 163 

Mutual  Benefit  Life  Insurance  Company 168 

Mutual  Life  Insurance  Company  of  New  York 174 

Mutual  Reserve  Life  Insurance  Company 187 

National  Life  Insurance  Company  of  Vermont 191 

National  Life  Insurance  Company  of  the  United  States  of  America 2or 

New  England  Mutual  Life  Insurance  Company 204 

New  York  Life  Insurance  Company 209 


4o 8 


CHARTERS  OF  LIFE  INSURANCE  COMPANIES. 


PAGE 

Northwestern  Mutual  Life  Insurance  Company 217 

Pacific  Mutual  Life  Insurance  Company 236 

Penn  Mutual  Life  Insurance  Company 242 

Phoenix  Mutual  Life  Insurance  Company.... 255 

Pittsburg  Life  and  Trust  Company 267 

Presbyterian  Ministers  Fund 282 

Provident  Life  and  Trust  Company 287 

Provident  Savings  Life  Assurance  Society 300 

Prudential  Insurance  Company  of  America 305 

Reliance  Life  Insurance  Company 31 1 

Security  Life  and  Annuity  Company  of  America 315 

Security  Mutual  Life  Insurance  Company 323 

Security  Trust  and  Life  Insurance  Company 330 

State  Life  Insurance  Company 339 

State  Mutual  Life  Assurance  Company 340 

Travelers  Insurance  Company 347 

Union  Central  Life  Insurance  Company 358 

Union  Mutual  Life  Insurance  Company 364 

United  States  Life  Insurance  Company 369 

Washington  Life  Insurance  Company 379 

Wisconsin  Life  Insurance  Company 386 

STATE  LAWS. 

Laws  of  Indiana 393 

Laws  of  Massachusetts  399 

Laws  of  New  York 403 


SUPPLEMENT  TO  CHARTERS  OF  AMERICAN 
LIFE  INSURANCE  COMPANIES 


Corrected  to  March  1,  1911 


y£TNA  LIFE. 


409 


.etna  life  insurance  company. 


EXTRACTS  FROM  THE  BY-LAWS. 

Section  i.  The  general  and  executive  officers  of  the  company  shall  consist 
of  a president,  two  vice-presidents,  a secretary,  agency  secretary,  assistant 
secretary,  treasurer,  assistant  treasurer  and  an  auditor,  and  such  additional 
officers  as  the  board  of  directors  may  from  time  to  time  deem  necessary  for 
the  convenient  transaction  of  the  business  of  the  company. 

Sec.  5.  Any  of  the  officers  named  in  Section  1 hereof  shall  have  authority 
to  make  and  to  withdraw  deposits  in  bank;  but  the  board  of  directors  shall 
have  power  at  any  time  to  revoke  such  authority.  Such  additional  officers  as 
may  at  any  time  be  chosen  by  the  board  of  directors  under  the  provisions  of 
section  1 hereof  shall  have  such  powers  as  said  board  shall  determine. 

Sec.  6.  A vice-president,  two  secretaries,  and  such  number  of  assistant 
secretaries  as  required  for  the  convenient  conduct  of  the  business  of  the  acci- 
dent and  liability  department  shall  be  chosen,  who  shall  have  charge  of  the 
business  pertaining  to  that  department,  subject  to  the  supervision  of  the  general 
and  executive  officers  and  directors  of  the  company,  and  the  vice-president  or 
either  secretary  or  assistant  secretary  shall  have  power  to  make  and  to  with- 
draw deposits  in  banks  of  funds  belonging  to  that  department,  unless  revoked 
by  the  directors  or  the  president. 

Sec.  7.  The  board  of  directors  shall  annually  elect  an  actuary,  and  such 
associate  or  associates  as  the  business  may  require.  They  shall  also  elect  a 
medical  director  and  such  associate  medical  directors  as  may  be  necessary. 

Sec.  8.  There  shall  be  two  standing  committees,  a committee  on  finance, 
and  a committee  on  claims.  The  president  shall  ex-officio  be  a member  of  each 
of  said  committees. 

Sec.  9.  The  finance  committee  shall  consist  of  the  president  and  three 
directors.  Said  committee  shall  have  the  supervision  and  management  of  the 
finances  of  the  company,  subject  to  approval  by  the  board  of  directors. 

Sec.  10.  The  committee  on  claims  shall  consist  of  the  president,  vice-presi- 
dent and  medical  director.  Said  committee  shall  examine  and  decide  upon  all 
claims  for  losses  arising  under  policies  of  life  insurance. 

Sec.  11.  Regular  meetings  of  the  board  of  directors  shall  be  held  on  Thurs- 
day of  each  week.  Notice  of  such  meetings  shall  be  given  by  the  secretary, 
and  special  meetings  shall  be  called  by  the  secretary  at  the  request  of  the 
president  or  three  directors. 

Sec.  12.  Three  directors  shall  constitute  a quorum  for  the  transaction  of 
business. 

Sec.  13.  Stock  shall  be  transferable  only  on  the  books  of  the  company  in 
person  or  by  power  of  attorney. 

Sec.  14.  The  president,  either  vice-president,  secretary  or  treasurer  of  the 
company  is  authorized  to  transfer  stock  owned  by  the  company  in  the  case  of 
sale,  and  stocks  held  as  collateral  security  for  loans  when  said  loans  have  been 
paid;  also  to  execute  releases  of  mortgages  upon  real  estate  standing  in  the 


4io 


CHARTERS  OF  LIFE  INSURANCE  COMPANIES. 


name  of  the  company  upon  payment  of  the  loans  for  which  such  mortgages 
were  given,  and  to  execute  deeds  or  transfers  of  real  estate  when  the  property 
is  sold;  also  to  execute  such  other  transfers  and  releases  as  they  may  from 
time  to  time  be  empowered  by  the  board  of  directors. 

Sec.  15.  These  by-laws  may  be  rescinded,  altered,  or  amended,  at  any  annual 
meeting  of  the  stockholders  or  at  a special  meeting  of  the  stockholders  called 
for  that  purpose;  such  meeting  to  be  held  at  the  home  office  of  the  company 
in  Hartford,  Conn.,  and  ten  days  written  or  printed  notice  of  such  meeting 
shall  be  given  to  each  stockholder.  Subject  to  these  by-laws  and  any  amend- 
ments thereof,  the  board  of  directors  may,  by  a vote  of  the  majority  of  the 
entire  board,  at  a meeting  duly  called  for  that  purpose,  make  such  additional 
by-laws  as  they  shall  deem  necessary  for  the  proper  transaction  of  the  business 
of  the  company. 


THE  BANKERS  LIFE  INSURANCE  COMPANY  OF  THE 
CITY  OF  NEW  YORK. 


EXTRACTS  FROM  THE  BY-LAWS. 

1.  Directors. — The  board  of  directors  shall  consist  of  twenty-one  members, 
and  they  shall  have  the  entire  management  of  the  company. 

2.  Meetings  of  Directors. — Regular  meetings  of  the  board  of  directors  shall 
be  held  monthly  at  the  home  office  of  the  company,  at  such  time  as  may  be 
decided  upon  by  resolution  of  the  board. 

At  such  meetings  the  president  shall  submit  statements  of  the  company 
bearing  upon  its  condition — both  in  financial  and  insurance  matters. 

Reports  of  the  proceedings  of  the  various  committees  shall  also  be  submitted 
at  such  time.  The  minutes  of  the  board  shall  be  kept  by  the  secretary,  who 
shall  act  as  clerk  of  the  board. 

3.  Officers  of  Company. — The  officers  of  the  company  shall  consist  of  a 
president,  a first,  a second  and  a third  vice-president,  a secretary  and  a treas- 
urer, and  two  or  more  of  said  offices,  except  that  of  president,  may  be  filled 
by  one  individual. 

4.  Special  Meetings;  How  Called. — The  president  may  call  a special  meeting 
of  the  directors,  in  his  discretion;  he  shall  also  call  a special  meeting  whenever 
seven  of  the  directors  shall  request  him,  in  writing,  to  do  so.  All  special  and 
regular  meetings  shall  be  called  by  sending  a written  or  printed  notice  to  each 
director,  but  no  business  shall  be  transacted  at  a special  meeting  except  that 
referred  to  in  said  notice,  unless  with  the  consent  of  a majority  of  the  whole 
board,  expressed  by  their  votes  at  such  meeting. 

5.  Quorum. — Seven  directors  shall  constitute  a quorum  for  the  transaction 
of  business,  the  president  or  one  of  the  vice-presidents  being  one  of  the  number. 

6.  Committees;  How  Appointed. — The  president  shall  be  ex-officio  a member 
of  all  committees ; he  shall  appoint  from  the  board  of  directors  an  executive 
committee  of  five  members,  and  other  committees  as  he  may  consider  advisable, 
or  as  the  board  shall  determine. 


BANKERS  LIFE  OF  NEW  YORK. 


411 

7.  Duties  of  President. — The  president  shall  have  the  general  direction  and 
superintendence  of  the  affairs  of  the  company  and  shall  render  reports  of  same 
at  every  regular  meeting  of  the  directors ; he  shall  preside  at  all  the  meetings 
of  the  board  and  of  the  stockholders,  negotiate  purchases  and  sales  of  securities 
under  direction  of  the  executive  committee,  and,  jointly  with  the  secretary  and 
treasurer,  shall  have  charge  of  all  the  securities  and  property  of  the  company. 

14.  Contracts  for  Insurance;  by  Whom  Made. — The  officers  of  the  company 
shall  have  power,  under  the  rules  and  regulations  of  the  board  of  directors, 
to  negotiate  contracts  for  insurance  on  life  and  for  annuity  and  all  other 
contracts  necessary  for  the  company  in  the  management  of  its  affairs.  All 
such  contracts  shall  be  signed  by  the  president,  or,  in  his  absence  or  in  the 
event  of  his  death,  disability  or  resignation,  by  one  of  the  vice-presidents,  in 
conjunction  with  either  the  secretary  or  the  treasurer. 

16.  Executive  Committee. — The  executive  committee,  three  members  of 
which  shall  constitute  a quorum,  shall  meet  weekly,  and  assist  the  president  in 
the  general  management  and  conduct  of  the  business  of  the  company;  it  shall 
have  power  to  invest  all  surplus  funds  of  the  company  in  such  securities,  loans, 
or  other  investments  authorized  by  law  as,  in  its  discretion,  it  may  deem 
proper,  and  shall  have  power  to  order  the  sale,  assignment  or  transfer  of  such 
securities,  loans  or  other  investments.  All  investments  or  sales  of  stocks  or 
bonds  shall  be  made  in  the  name  of  the  company,  with  power  on  the  part  of 
the  president,  or  one  of  the  vice-presidents,  in  conjunction  with  the  secretary, 
or  treasurer  to  effect  sales,  assignments  and  transfers  in  the  name  of  the 
company,  under  the  direction  of  the  executive  committee. 

17.  Claim  Committee. — There  shall  be  a claim  committee  consisting  of  the 
president,  medical  director,  and  general  counsel,  to  which  shall  be  referred  all 
claims  made  under  policies  for  losses  resulting  from  death  or  disability,  and 
no  such  claim  shall  be  paid  without  the  approval  in  writing  of  at  least  two 
members  of  said  committee. 

18.  Funds  of  Company. — All  moneys  shall  be  deposited  in  the  name  of  the 
company,  in  such  banks,  trust  companies,  or  depositaries  as  shall  be  designated 
by  said  board  or  executive  committee,  it  being  required  that  all  checks  against 
the  funds  of  the  company  shall  be  signed  by  the  president  or  one  of  the  vice- 
presidents,  together  with  the  secretary  or  the  treasurer. 

Bond  and  stock  securities  of  the  company  shall  be  kept  in  an  approved  safe 
deposit  company  and  shall  be  accessible  only  by  the  president  or  vice-president, 
together  with  the  secretary  or  treasurer. 

19.  Officers  to  Determine  Rates,  Etc. — The  officers  may  determine  the  rates 
of  premium,  the  amounts  to  be  insured  on  any  one  life,  and  the  terms  of 
insurance,  and  shall  have  power  to  purchase,  for  the  benefit  of  the  company, 
any  policies  of  insurance,  dividends  or  other  obligations  issued  by  the  company, 
and  also  any  claim  of  policyholders  for  profits  growing  out  of  its  business. 

20.  Removal  of  Officers,  Etc. — The  board  of  directors  may  remove  from 
office,  by  a three-fourths  vote  of  all  the  members  of  the  board,  any  officer  or 
director. 

21.  Bonds  of  Employees. — The  board  of  directors  may  require  such  officials 


412 


CHARTERS  OF  LIFE  INSURANCE  COMPANIES. 


and  employees  as  it  may  designate,  to  file  satisfactory  bonds  for  the  faithful 
performance  of  their  duties,  such  bonds  to  be  in  the  custody  of  the  president. 

22.  Loans  on  Real  Estate. — Before  any  money  is  paid  out  for  authorized 
loans  on  real  estate,  the  president  shall  receive  the  bond,  duly  executed,  a 
satisfactory  policy  of  insurance  (when  fire  insurance  is  required),  and  the 
certificate  of  such  attorney  or  counsel  for  the  company  as  may  be  retained 
by  the  president  for  that  purpose,  that  the  title  is  valid  and  unencumbered, 
and  that  the  mortgage  has  been  duty  executed  and  delivered  for  record. 

23.  Examining  Committee. — The  accounts  and  assets  of  the  company,  as  of 
the  30th  day  of  June  and  the  31st  day  of  December  in  each  year,  shall  be 
examined  by  a special  committee,  appointed  by  the  president,  of  not  less  than 
three  directors,  none  of  whom  shall  be  members  of  the  executive  committee 
nor  officers  of  the  company,  and  whose  report  shall  be  placed  on  the  minutes. 

25.  By-Laws ; How  Altered. — These  by-laws  shall  not  be  altered  or  amended, 
except  at  a meeting  specially  called  for  that  purpose,  or  at  a regular  meeting 
subsequent  to  the  meeting  at  which  notice  shall  have  been  given  of  such 
intention. 

26.  These  by-laws  shall  take  effect  from  the  date  of  adoption  thereof. 
(Nov.  13,  1906.) 


THE  BANKERS  RESERVE  LIFE  COMPANY. 


Articles  of  Incorporation. 

Article  i.  The  name  of  this  corporation  shall  be  The  Bankers 
Reserve  Life  Company. 

Article  2.  The  principal  place  of  business  of  the  company  shall 
be  in  the  city  of  Omaha,  Nebraska. 

Article  3.  The  company  is  formed  for  the  purpose  of  conducting 
a general  life  insurance  business  on  the  legal  reserve  plan  and  making 
insurance  on  the  lives  of  individuals,  and  all  and  every  insurance 
pertaining  thereto  or  connected  therewith,  including  the  granting, 
purchasing  and  disposing  of  annuities  and  endowments. 

Article  4.  The  capital  stock  of  the  company  shall  be  one  hundred 
thousand  dollars  ($100,000)  divided  into  one  thousand  shares  of  one 
hundred  dollars  ($100)  each,  all  of  which  shall  be  fully  subscribed 
and  paid  in  cash  before  commencing  business. 

Article  5.  The  company  may  do  business  under  these  articles  of 
incorporation  when  same  shall  have  been  filed  according  to  law,  until 
December  30th,  2006,  unless  sooner  dissolved  by  law. 

Article  6.  The  company  shall  not  become  indebted  to  an  amount 
exceeding  two-thirds  of  its  capital  stock,  save  and  except  with  respect 
to  risks  of  insurance,  including  endowments  and  annuities. 


BANKERS  RESERVE  LIFE. 


413 


Article  7.  All  the  corporate  powers  of  the  company  shall  be 
vested  in  and  shall  be  exercised  by  the  board  of  directors  and  such 
officers  and  agents  as  the  board  may  appoint.  .The  board  of  directors 
shall  consist  of  not  less  than  five  or  more  than  nine  persons.  The 
number  of  directors,  the  number  to  be  elected  at  each  annual  meeting, 
the  terms  for  which  they  shall  be  elected,  the  order  of  seniority  and 
the  method  of  filling  vacancies  shall  be  fixed  by  the  by-laws.  The 
board  of  directors  shall  have  power  to  adopt  and  execute  such  plans 
and  systems  of  insurance  as  they  may  deem  for  the  best  interests  of 
the  company;  to  fix  and  determine  the  amounts  for  which  policies 
will  be  issued,  rates  and  amounts  of  premiums  and  the  terms  and 
manner  of  payment  thereof,  the  plans,  forms,  conditions,  classes, 
privileges,  benefits,  terms  and  provisions  of  policy  contracts  and  sys- 
tems of  participation  in  benefits ; and  to  make,  amend  or  repeal  by- 
laws, rules  and  regulations  for  the  transaction  of  the  business  of  the 
company  as  they  may  deem  expedient.  A majority  of  the  board  of 
directors  shall  be  a quorum  for  the  transaction  of  business.  The 
regular  annual  meeting  of  the  board  of  directors  shall  be  held  after 
the  annual  meeting  of  the  stockholders,  and  such  other  meetings  shall 
be  held  as  the  board  shall  determine  upon.  The  board  of  directors 
may  reinsure  any  or  all  risks  of  the  company  in  one  or  more  solvent 
legal  reserve  life  insurance  companies  authorized  to  do  business  in 
Nebraska,  and  may  reinsure  any  or  all  risks  of  other  life  insurance 
companies. 

Article  8.  The  officers  of  the  company  shall  be  elected  annually 
by  the  board  of  directors  at  their  annual  meeting,  and  shall  consist  of 
a president,  one  or  more  vice-presidents,  a secretary,  one  or  more 
assistant  secretaries  and  a treasurer,  who  shall  serve  for  one  year, 
and  until  their  successors  are  chosen.  The  board  of  directors  may 
from  time  to  time  appoint  such  other  officers  as  they  may  deem  neces- 
sary, to  serve  during  the  pleasure  of  the  board.  The  directors  may 
select  three  of  their  number,  who  shall  constitute  an  executive  com- 
mittee, with  full  power  to  exercise  the  corporate  powers  of  said 
company  when  said  board  is  not  in  session.  Any  two  or  more  offices 
may  be  held  by  the  same  person,  and  nothing  herein  shall  be  construed 
so  as  to  prevent  any  officer,  director  or  directors  from  being  eligible 
for  re-election. 

Article  9.  The  annual  meeting  of  the  stockholders  of  the  com- 
pany shall  be  held  on  the  third  Wednesday  of  January  of  each  year, 
at  the  home  office  of  the  company,  in  the  city  of  Omaha,  Nebraska, 


414 


CHARTERS  OF  LIFE  INSURANCE  COMPANIES. 


at  such  hour  as  the  executive  committee  shall  direct,  at  which  meeting 
the  election  for  directors,  as  above  provided,  shall  be  held.  Until 
the  annual  meeting  of  the  stockholders  to  be  held  in  January,  1909, 
B.  H.  Robison,  R.  C.  Wagner,  W.  F.  Milroy,  T.  W.  Blackburn,  R.  L. 
Robison  and  W.  G.  Preston  shall  constitute  the  board  of  directors 
and  B.  H.  Robison  shall  act  as  president,  R.  C.  Wagner,  secretary, 
and  W.  G.  Preston,  treasurer,  until  the  first  annual  election  of  officers, 
or  until  their  successors  shall  be  elected.  Special  meetings  of  the 
stockholders  may  be  called  by  the  board  of  directors  at  such  time  and 
place  as  may  be  deemed  expedient  by  the  president  or  executive  com- 
mittee, written  notice  being  mailed  to  each  stockholder  at  least  fifteen 
days  before  the  date  of  the  special  meeting.  At  every  annual  election 
of  directors,  or  annual  or  special  meeting  of  the  stockholders  of  the 
company,  each  stockholder  shall  be  entitled  to  one  vote  for  each  share 
of  stock  owned  by  him,  as  appears  on  the  books  of  the  company,  to 
be  cast  either  in  person  or  by  written  proxy;  but  if  by  such  proxy, 
written  authority  therefor  must  be  filed  with  the  secretary  at  or  before 
the  time  the  meeting  convenes. 

Article  10.  The  company  shall  be  authorized  to  invest  its  funds 
in  loans  on  its  policies,  in  warrants  or  bonds  of  the  United  States  or 
of  this  or  any  other  state  or  in  interest  bearing  bonds  of  a county, 
school  district,  or  municipal  corporation  in  Nebraska  or  any  other 
state,  or  in  bonds  or  notes  secured  by  a first  mortgage  on  real  estate 
in  this  or  any  other  state,  worth,  with  the  improvements  thereon,  at 
least  double  the  sum  for  which  it  is  so  pledged,  or  in  any  manner  not 
prohibited  by  law. 

Article  11.  The  board  of  directors  shall  annually  cause  an  esti- 
mate to  be  made  of  the  profits  and  true  state  of  the  affairs  of  the 
company  as  near  as  may  be  for  the  preceding  year,  which  estimate 
and  allotment  thereof  shall  be  conclusive  upon  all  persons  entitled 
to  share  in  any  distribution  of  surplus.  The  board  of  directors  shall 
have  authority  to  reserve,  allot,  set  aside  or  distribute  such  an  amount 
of  the  profits  in  excess  of  the  reserve  required  by  law  to  be  held  and 
maintained,  as  shall,  in  their  judgment,  be  for  the  best  interests  of 
the  company. 

Article  12.  The  company’s  corporate  seal  shall  contain  the  words 
“ The  Bankers  Reserve  Life  Company  ” surrounding  the  words  “ Cor- 
porate Seal,”  and  the  same  may  be  altered  at  pleasure. 

Article  13.  The  company,  in  addition  to  the  powers  herein  con- 
ferred, shall  be  entitled  to  all  the  privileges  and  powers  accorded 


BANKERS  RESERVE  LIFE. 


415 


corporations  organized  under  the  laws  of  Nebraska,  and  the  company 
shall  be  entitled  to  hold,  lease,  convey,  mortgage,  encumber,  buy  or 
sell  real  estate  and  other  securities  and  personal  property,  necessary 
for  the  prosecution  and  maintenance  of  its  business;  and  through  its 
authorized  officers  to  do  and  perform  all  and  every  lawful  act,  ex- 
pedient or  necessary,  incident  to  the  ownership  of  real  and  personal 
property,  and  the  transaction  of  business  connected  therewith;  and 
to  do  and  perform  through  its  authorized  officers  all  and  every  lawful 
act  required  or  deemed  expedient  for  the  maintenance,  perpetuity, 
prosperity  or  welfare  of  the  company. 

Article  14.  These  articles  of  incorporation  when  approved  and 
filed  in  accordance  with  law  may  be  amended  at  any  annual  or  special 
meeting  of  the  stockholders,  by  a two-thirds  vote  of  the  capital  stock 
of  the  company,  provided  notice  of  the  proposed  amendment  or  amend- 
ments shall  have  been  mailed  to  each  stockholder  not  less  than  fifteen 
days  prior  to  said  meeting,  at  his  address  as  shown  on  the  books  of 
the  company. 

We,  the  undersigned  citizens  of  Nebraska,  do  associate  ourselves 
together  for  the  purpose  of  forming  a corporation  under  the  laws  of 
the  State  of  Nebraska  and  do  adopt  the  foregoing  articles  of  incor- 
poration and  in  witness  thereof  have  hereunto  affixed  our  names  this 
8th  day  of  January,  A.  D.  1908.  Bascom  H.  Robison,  Ray  C.  Wag- 
ner, William  F.  Milroy,  Thomas  W.  Blackburn,  Robert  L.  Robison, 
Walter  G.  Preston. 


EXTRACTS  FROM  THE  BY-LAWS. 

Section  i.  The  board  of  directors  of  this  company  shall  consist  of  six 
persons.  The  present  officers  and  present  board  of  directors  shall  continue 
to  be  such  officers  and  such  directors  respectively  for  the  period  for  which  they 
have  heretofore  been  designated  in  the  articles  of  incorporation  and  shall  serve 
until  their  successors  are  elected.  At  the  annual  meeting  of  stockholders  to 
be  held  in  January,  1909,  two  directors  shall  be  elected  to  serve  for  a period 
of  one  year;  two  directors  for  a period  of  two  years  and  two  for  a period  of 
three  years,  and  at  each  annual  election  thereafter  two  directors  shall  be  elected 
to  take  the  place  of  the  two  whose  term  shall  expire.  The  board  of  directors 
may,  for  proper  cause,  at  any  time,  remove  any  officer  or  director  and  at  once 
elect  his  successor. 

Sec.  2.  When  a vacancy  occurs  in  the  board  of  directors  from  any  cause, 
the  remaining  members  of  the  board  may  elect  a director  to  fill  such  vacancy, 
who  shall  serve  until  the  next  succeeding  annual  meeting  only,  when  the 
stockholders  shall  fill  the  vacancy  for  the  unexpired  term. 


416 


CHARTERS  OF  LIFE  INSURANCE  COMPANIES. 


Sec.  3.  The  annual  meeting  of  the  stockholders  of  the  company  shall  be 
held  on  the  date  and  in  the  manner  provided  in  the  articles  of  incorporation, 
at  such  hour  and  such  place  in  the  city  of  Omaha  as  shall  be  designated  by 
the  executive  committee.  Special  meetings  of  the  stockholders  may  be  held 
at  any  time  upon  fifteen  (15)  days’  notice  mailed  to  the  address  of  each  stock- 
holder, as  shown  by  the  books  of  the  company.  Such  special  meetings  may 
be  called  either  b}^  the  president  or  on  the  written  request  of  the  holders  of 
twenty-five  per  cent.  (25*%)  of  the  capital  stock  of  the  company,  and  upon 
deposit  of  such  call  with  the  secretary,  he  shall  issue  and  mail  the  notices 
above  prescribed. 

Sec.  4.  The  board  of  directors  shall  meet  on  call  of  the  president,  or 
executive  committee  at  any  time  upon  notice  by  mail,  telegraph,  telephone, 
or  messenger.  Regular  monthly  meetings  shall  convene  without  further  notice 
at  2 p.  m.  on  the  second  Wednesday  of  each  month.  The  board  of  directors 
shall  meet  after  the  adjournment  of  any  annual  or  special  meeting  of  the 
stockholders  for  the  transaction  of  such  business  as  shall  properly  come  before 
said  board.  A majority  of  the  board  shall  constitute  a quorum  but  less  than 
a quorum  shall  have  power  to  adjourn  any  regular  or  special  meeting  to  a 
definite  time,  but  not  beyond  the  date  of  the  next  regular  meeting. 

Sec.  5.  The  president  shall  be  the  executive  head  of  the  company  and  is 
empowered  to  exercise  his  own  judgment  and  discretion  in  all  matters  of 
detail  and  to  do  and  perform  whatsoever  acts  may  in  his  opinion  promote  the 
interests  and  welfare  of  the  company,  and  to  perform  such  duties  as  usually 
pertain  to  his  office.  He  shall  be  a member  of  the  executive  committee,  and 
shall  have  the  sole  power  of  appointment  and  removal  of  subordinates,  except 
where  otherwise  provided.  He  shall  select  the  standing  and  special  committees 
and  ex-officio  be  a member  of  all  committees.  He  shall  preside  at  all  meetings 
of  the  company,  board  of  directors,  and,  at  his  option,  at  any  meeting  of  any 
committee  at  which  he  may  be  present;  and  shall  have  the  general  supervision 
and  direction  of  the  business  of  the  company.  He  shall,  with  the  consent  of 
the  executive  committee,  transfer  securities,  satisfy  mortgages,  make  and  call 
in  investments ; and  shall  execute  all  deeds,  instruments  and  papers  requiring 
the  seal  of  the  company. 

Sec.  10.  The  executive  committee  shall  audit  all  death  and  other  claims ; 
shall  appoint  such  medical  examiners  as  may  be  required,  and  shall  determine 
all  salaries  and  expenses,  and  shall  have  power  to  make  contracts  with  general 
agents  and  others  for  the  furtherance  of  the  business  of  the  company,  and  to 
fix  the  compensation  of  agents  of  the  company ; and  to  make  contracts  of 
reinsurance ; and  shall  appoint  inspectors  of  election ; and  may  appoint  an 
auditor,  or  auditing  committees;  and  may  appoint  an  attorney  or  attorneys 
to  act  as  legal  advisers  and  counsel ; and  shall  prescribe  the  plans  and  forms 
of  applications,  policies,  death  proofs  and  any  other  forms  deemed  necessary 
for  the  use  of  the  company ; and  shall  make  and  call  in  investments  in  accord- 
ance with  the  articles  of  incorporation  and  the  laws  of  the  state ; and  may 
purchase  for  the  benefit  of  the  company  all  policies  of  insurance  or  other 
obligations  issued  by  the  company.  The  executive  committee  shall  exercise  a 


BANKERS  RESERVE  LIFE. 


417 


general  supervision  over  the  affairs  of  the  company,  and  shall  keep  separate 
records  of  its  proceedings,  reporting  from  time  to  time  as  the  board  of  directors 
.may  require. 

Sec.  11.  The  salary  or  compensation  of  no  officer  or  director  of  the  com- 
pany shall  be  fixed  at  an  amount  exceeding  twelve  thousand  dollars  ($12,000) 
per  annum,  whether  such  officer  or  director  shall  hold  one  or  more  offices,  but 
such  officer  or  director  shall  be  entitled  to  expenses  incurred  while  performing 
duties  requiring  his  absence  from  the  home  office  of  the  company. 

Sec.  12.  The  officers  and  employees  of  the  company  shall  give  bonds  for 
the  faithful  performance  of  their  duties  when  so  required  by  the  executive 
committee,  and  in  such  sums  as  may  be  determined  by  the  executive  committee 
or  board  of  directors. 

Sec.  13.  All  investments  in  bonds,  mortgages,  registered  securities  and  real 
estate  shall  stand  in  the  name  of  The  Bankers  Reserve  Life  Company,  and 
not  in  the  name  of  any  individual  as  an  officer  of  the  company. 

Sec.  14.  All  the  moneys  belonging  to  the  company  shall  be  deposited  to 
the  credit  of  The  Bankers  Reserve  Life  Company  in  such  bank  or  banks 
as  shall  be  designated  from  time  to  time  by  the  executive  committee,  and 
shall  be  drawn  ouly  on  the  joint  checks  or  drafts  of  two  of  the  following 
persons : the  president,  vice-president,  treasurer,  secretary,  and  such  other 

persons  as  may  from  time  to  time  be  designated  by  the  board  of  directors, 
and  shall  be  payable  to  the  order  of  the  persons  entitled  to  receive  the  money. 

Sec.  15.  No  director  or  officer  of  the  company  shall  receive  any  money 
or  valuable  consideration  for  negotiating  any  loan  for  the  company,  or  for 
selling  or  aiding  in  the  sale  of  any  property  to  or  by  the  company,  nor  shall 
any  such  director  or  officer  borrow  money  from,  or  buy  from,  or  sell  to,  the 
company,  any  property. 

Sec.  16.  The  holders  of  the  capital  stock  of  the  company  may  receive 
a semi-annual  dividend  on  the  stock  so  held  by  them,  not  to  exceed  five 
per  cent.  (5'%)  of  the  same;  such  dividends  to  be  paid  at  the  times  and  in  the 
manner  designated  by  the  board  of  directors. 

S(ec.  17.  All  premiums  are  due  and  payable  in  advance  at  the  home  office 
of  the  company  in  the  city  of  Omaha,  but  may  be  accepted  elsewhere  by 
a banker,  agent  or  other  person  authorized  to  deliver  a policy  or  exchange 
the  receipt  of  the  company  signed  by  the  president,  secretary,  assistant 
secretary  or  treasurer.  The  executive  committee  may  reinstate  a lapsed  policy 
upon  such  conditions  and  terms  as  may  be  prescribed  by  said  committee, 
provided  the  delinquent  is  in  good  health  but  not  otherwise. 

Sec.  18.  One-half  of  the  face  of  any  policy  of  insurance  in  this  company 
may  be  paid  to  any  member  totally  permanently  disabled  by  accident,  on  the 
request  of  the  member  on  proof  satisfactory  to  the  executive  committee 
that  he  is  entitled  to  the  benefit  under  his  policy  contract,  upon  surrendering 
his  policy  and  the  execution  of  proper  vouchers  and  releases  for  the  pro- 
tection of  the  company. 

Sec.  19.  No  policy  shall  be  issued  to  a person  under  16  years  of  age 
or  over  60  years  of  age,  and  no  single  life  shall  be  insured  for  a greater 


418 


CHARTERS  OF  LIFE  INSURANCE  COMPANIES. 


sum  than  $25,000.  Any  person  holding  a policy  in  the  company  may  without 
the  consent  of  the  beneficiary,  either  sell  and  surrender  the  same  to  the 
company,  or  pledge  or  assign  the  same  as  security  for  a debt,  which  if  due 
the  company  shall  be  secured  by  said  policy  whether  it  is  in  the  possession 
of  the  company  or  not;  or,  with  the  consent  of  the  company,  he  may  change 
his  beneficiary. 

Sec.  20.  All  the  moneys  of  the  company  shall  be  carried  in  a common 
fund  to  be  known  as  the  general  fund.  The  auditing  department  shall 
indicate  the  purposes  for  which  moneys  have  been  received  and  expended. 
The  moneys  of  the  company  may  be  applied  to  any  legitimate  purpose  not 
inconsistent  with  the  law  or  contrary  to  the  contract  requirements  of  the 
policies  issued  by  the  company. 

Sec.  21.  The  officers  of  the  company  in  conformity  with  Article  III  of 
the  Articles  of  Incorporation  may  make  contracts  for  all  and  every  insurance 
pertaining  to  life,  including  the  granting,  purchasing  and  disposing  of  annuities 
and  endowments ; but  no  risk  shall  be  taken  on  any  life  not  advised  by 
the  medical  director  and  one  of  the  assistants,  unless  by  special  direction 
of  the  board  of  directors.  All  policies  and  contracts  of  whatever  kind  for 
life  insurance  shall  be  signed  by  the  president,  or  a vice-president,  and  by 
the  secretary,  or  the  assistant  secretary. 

Sec.  22.  The  officers  of  the  company  may  make  distribution  of  its  surplus 
or  profits,  or  may  declare  special  dividends  from  the  surplus  of  the  expense 
fund,  in  such  amounts  and  in  such  manner  as  the  board  of  directors  thereof 
may  determine  or  direct  from  time  to  time.  In  determining  the  amount 
to  be  distributed,  or  the  special  dividend  to  be  available,  they  shall  hold 
such  funds  in  reserve  as  they  may  consider  sufficient  to  enable  the  company 
to  meet  its  obligations,  but  in  no  case  less  than  the  aggregate  net  value 

of  all  the  outstanding  policies,  computed  by  the  American  or  Actuaries’ 

Experience  Tables  of  Mortality,  with  interest  not  exceeding  4%.  The 

dividend  of  profits,  or  surplus  of  the  expense  fund,  when  so  made,  may, 

at  the  option  of  each  policyholder  entitled  thereto  and  with  the  consent  of 
the  board  of  directors,  be  appropriated  to  the  purchasing  of  additional 
insurance,  or  in  the  reduction  of,  or  toward  the  payment  of  annual  premiums, 
or  credited  to  the  insured,  to  be  paid  over  at  the  decease  of  the  insured 
to  the  person  entitled  to  receive  the  same,  in  the  same  manner  and  upon 
the  same  condition  as  the  amount  insured  by  the  policy,  Any  policyholder 
who  would  be  entitled  to  share  in  the  profits,  or  special  dividends,  who  shall 
have  omitted  to  pay  any  premium  or  any  periodical  payment  due  from  him 
to  the  company,  may  be  prohibited  by  the  board  from  sharing  in  the  profits 
of  the  company. 

Sec.  23.  These  by-laws  can  only  be  amended,  revised  or  repealed  at  an 
annual  or  special  meeting  of  the  stockholders  by  a two-thirds  vote  of  the 
capital  stock  of  the  company. 


CENTRAL  LIFE. 


419 


BERKSHIRE  LIFE  INSURANCE  COMPANY. 


EXTRACT  FROM  THE  BY-LAWS. 

Annual  meeting  of  the  corporation  for  the  choice  of  directors  and  the 
transaction  of  other  business  shall  be  held  at  the  company’s  office  on  the  20th 
day  of  January  in  each  year,  or  the  21st  day  of  January  in  case  the  20th 
should  be  Sunday. 

The  regular  meetings  of  the  board  of  directors  shall  be  held  on  the 
same  day  as  the  annual  meeting  in  January,  and  on  the  15th  day  of  each 
April,  July  and  October.  Special  meetings  of  the  board  may  be  called  by 
the  president  and  secretary  by  giving  at  least  three  days’  notice  by  mail. 

Notice  of  annual  meeting  shall  be  given  by  the  secretary  by  publishing 
the  same  in  two  newspapers  of  Berkshire  county  at  least  ten  days  before 
the  meetings.  Notice  of  the  annual  meeting  is  also  given  to  each  policy- 
holder as  required  by  law. 

The  president,  vice-president  and  treasurer,  ex  officiis,  and  four  members 
of  the  board  of  directors  shall  constitute  the  finance  committee.  They  shall 
under  the  provisions  of  the  law  and  general  supervision  of  the  board  of 
directors  invest  the  funds  of  the  company  and  keep  the  same  safely  invested. 
When  the  interests  of  the  company  demand,  they  may  sell  or  collect  the 
stocks  or  securities  on  hand  or  any  of  them  and  re-invest  the  proceeds. 
They  shall  examine  and  settle  all  accounts  and  charges  against  the  company. 
They  shall  perform  such  other  duties  as  may  be  delegated  to  them  by  the 
board  of  directors. 


CENTRAL  LIFE  ASSURANCE  SOCIETY  OF  THE  UNITED 

STATES. 


Amendment  to  Amended  and  Substituted  Articles  of 
Incorporation. 

[Preamble.] — At  the  regular  annual  meeting  of  the  stockholders  of 
the  Central  Life  Assurance  Society  of  the  United  States,  held  at  its 
home  office  in  the  city  of  Des  Moines,  on  the  8th  day  of  January, 
A.  D.  1907,  the  following  amendment  to  the  amended  and  sub- 
stituted articles  of  incorporation  was  adopted  by  unanimous  vote  of 
all  of  the  stockholders  and  shares  of  capital  stock  present  and  repre- 
sented at  said  annual  meeting;  and  the  following  named  officers  of 
said  corporation  were  authorized  and  directed  to  sign,  acknowledge 
and  record  the  same,  and  to  do  all  things  needful  to  carry  the  same 
into  effect,  to  wit;  Geo.  B.  Peak,  President,  W.  L.  Shepard,  Vice- 
President,  and  H.  G.  Everett,  Secretary. 


420 


CHARTERS  OF  LIFE  INSURANCE  COMPANIES. 


Section  i.  [Capital  Stock.] — That  section  i of  article  3 of  the 
amended  and  substituted  articles  of  incorporation  of  the  Central  Life 
Assurance  Society  of  the  United  States,  executed  on  the  10th  day  of 
February,  A.  D.  1902,  be  and  the  same  is  hereby  repealed,  and  the 
following  adopted  in  lieu  thereof : 

Sec.  2.  The  capital  stock  of  this  corporation  shall  be  five  hundred 
thousand  dollars,  divided  into  shares  of  one  hundred  dollars  each,  of 
which  amount  one  hundred  thousand  dollars  of  the  capital  stock  has 
been  issued  and  paid  in  full ; the  remaining  four  hundred  thousand 
dollars  of  capital  stock  shall  be  issued  from  time  to  time  as  the 
stockholders  by  a majority  vote  of  all  the  stock,  may  determine  at 
any  regular  meeting  or  called  meeting,  provided,  however,  that  no  part 
of  said  capital  stock  shall  be  issued  until  the  same  has  been  paid  in  full. 

In  witness  whereof  we  have  hereunto  set  our  hands  and  affixed  the 
corporate  seal  of  the  said  Society  at  Des  Moines,  this  8th  day  of 
January,  A.  D.  1907. 

Amendment  of  December  18,  1909. 

[Preamble.] — At  a special  meeting  of  the  stockholders  of  the  Cen- 
tral Life  Assurance  Society  of  the  United  States,  held  at  the  office 
of  the  company  in  Des  Moines,  Iowa,  at  one  o’clock  p.  m.  on  Satur- 
day the  eighteenth  day  of  December,  1909,  which  meeting  was  regu- 
larly called  by  order  of  the  board  of  directors,  and  of  which  meeting 
and  of  the  nature  of  the  business  to  be  transacted  thereat,  ten  days’ 
notice  in  writing  was  given  to  each  stockholder,  and  at  which  meeting 
all  of  the  stock  of  the  company  was  represented  by  the  owners  thereof 
in  person  or  by  proxy  duly  authorized,  except  twenty  shares,  the 
following  amendment  to  the  amended  and  substituted  articles  of  in- 
corporation of  the  Central  Life  Assurance  Society  of  the  United  States 
was  adopted  by  the  unanimous  vote  of  all  the  stockholders,  present 
in  person  or  by  proxy,  and  Geo.  B.  Peak,  president,  and  H.  G.  Everett, 
secretary  were  authorized  and  directed  to  sign,  acknowledge  and 
have  recorded  this  amendment,  to  publish  notice  thereof  and  to  do 
all  things  needful  to  carry  the  same  into  effect. 

Amendment  to  Section  One  of  Article  Two  of  the  Amended 
and  Substituted  Articles  of  Incorporation  of  the  Central 
Life  Assurance  Society  of  the  United  States. 

Section  1 of  article  2 of  the  amended  and  substituted  articles  of 
incorporation  of  the  Central  Life  Assurance  Society  of  the  United 


CENTRAL  LIFE. 


421 


States,  relating  to  the  general  nature  of  the  business  to  be  transacted, 
is  hereby  amended  by  adding  after  the  last  word  in  the  last  line  of 
said  section  1,  the  following: 

This  corporation  shall  also  have  the  power,  and  it  is  hereby  author- 
ized to  insure  the  health  of  persons  and  to  insure  persons  against 
personal  injuries,  disablement  or  death  resulting  from  traveling  or 
general  accidents  by  land  or  water,  and  to  insure  employers  against 
loss  in  consequence  of  accident  or  casualties  of  any  kind  to  employees 
or  other  persons  or  to  property,  resulting  from  any  act  of  the  em- 
ployees, or  any  accident  or  casualty  to  persons  or  property  or  both 
occurring  in  or  connected  with  the  transaction  of  their  business,  or 
from  the  operation  of  any  machinery  connected  therewith,  except  that 
it  shall  not  insure  or  issue  any  policy  or  contract  of  insurance  against 
loss  or  injury  to  persons  or  property  or  both  growing  out  of  explosion 
or  rupture  of  steam  boilers. 

In  witness  whereof,  we  have  hereunto  set  our  hands  at  Des  Moines, 
Iowa,  this  2 1st  day  of  December,  1909. 

Amendment  of  January  ii,  1910. 

[Preamble.] — At  the  regular  annual  meeting  of  the  stockholders 
of  the  Central  Life  Assurance  Society  of  the  United  States,  held  at 
the  office  of  the  company  in  Des  Moines,  Iowa,  on  the  nth  day  of 
January,  1910,  the  following  amendment  was  adopted  by  the  unani- 
mous vote  of  all  stockholders  present,  and  Geo.  B.  Peak,  president 
and  H.  G.  Everett,  secretary  were  authorized  and  empowered  to 
execute,  acknowledge,  have  recorded  and  publish  notice  of  this  amend- 
ment, and  to  do  all  things  necessary  to  carry  the  same  into  effect,  said 
amendment  being  made  in  compliance  with  the  provisions  of  chapter 
74  of  the  acts  of  the  Thirty-Second  General  Assembly. 

Approved  March  26,  1907. 

[Section  Six , Article  Five.] — Article  Five  of  the  amended  and 
substituted  articles  of  incorporation  of  this  society  is  hereby  amended 
by  adding  thereto  the  following  as  section  Six  thereof. 

[Minority  Stockholders  Representation.] — At  any  stockholders 
meeting  held  for  the  election  of  directors,  any  stockholder  or  stock- 
holders, jointly  or  severally,  holding  and  being  entitled  to  vote  not 
less  than  one-fifth  of  the  shares  of  the  capital  stock  of  this  society, 
but  less  than  a majority  thereof,  shall  be  entitled  to  nominate  a quali- 
fied person  or  persons  as  the  case  may  be  to  the  office  of  director.  In 
the  event  such  nomination  or  nominations  shall  be  made,  there  shall 


422 


CHARTERS  OF  LIFE  INSURANCE  COMPANIES. 


be  elected  to  the  extent  that  the  total  number  to  be  elected  or  ap- 
pointed is  divisible,  such  proportionate  number  from  the  persons  so 
nominated  as  the  shares  of  stock  held  by  persons  making  such  nomina- 
tions bear  to  the  whole  number  of  shares  issued ; provided  the  holder 
or  holders  of  a minority  stock  shall  only  be  entitled  to  one-fifth  (dis- 
regarding fractions)  of  the  total  number  of  directors  to  be  elected  for 
each  one-fifth  of  the  entire  capital  stock  of  such  corporation  so  held 
by  them;  and  provided  further  that  nothing  herein  shall  prevent  the 
holder  or  holders  of  a majority  of  the  stock  from  electing  the  majority 
of  the  directors.  Said  directors  shall  be  bound  to  carry  out  the  wishes 
of  the  stockholders  of  this  corporation  as  expressed  at  annual  or 
special  meeting.  Vacancies  occurring  from  time  to  time  shall  be  filled 
so  as  to  preserve  and  secure  to  such  minority  and  majority  stock- 
holders proportionate  representation  as  above  provided. 

In  witness  whereof,  we  have  hereunto  set  our  hands  at  Des  Moines, 
Iowa,  this  nth  day  of  January,  1910. 


CITIZENS  NATIONAL  LIFE  INSURANCE  COMPANY. 


It  is  hereby  agreed  on  this  the  16th  day  of  May,  1910,  between  the 
Citizens  National  Life  Insurance  Company,  party  of  the  first  part, 
and  the  Citizens  Life  Insurance  Company,  party  of  the  second  part, 
each  of  said  parties  being  corporations  of  Kentucky,  as  follows : 

Said  corporations  are  hereby  consolidated  into  one  corporation 
under  the  laws  of  Kentucky  on  the  following  terms  and  conditions, 
viz. : 

1.  The  name  of  the  consolidated  corporation  shall  be  Citizens 
National  Life  Insurance  Company. 

2.  It  will  transact  the  business  of  making  insurance  upon  the  lives 
of  individuals  and  against  accidents  to  persons  and  every  form  of 
insurance  appertaining  to  or  connected  with  life  or  accident  insur- 
ance, and  of  granting,  purchasing  and  disposing  of  annuities  and 
endowments. 

3.  It  shall  have  the  power  to  reinsure  its  risks  in  whole  or  part  in 
other  companies  and  to  reinsure  other  companies  and  their  risks  in 
whole  or  part. 

4.  The  corporation  will  be  on  the  stock  plan,  but  shall  have  power 
to  issue  participating  policies,  the  holders  whereof  shall  not  thereby 
become  members  of  the  corporation  but  shall  be  entitled  to  participate 


CITIZENS  NATIONAL  LIFE. 


423 


in  the  profits  to  such  extent  and  upon  such  plans,  terms  and  condi- 
tions as  shall  be  prescribed  or  agreed  on. 

5.  The  principal  office  or  place  of  business  shall  be  located  in 
Anchorage,  Jefferson  County,  Kentucky. 

6.  The  amount  of  its  capital  stock  authorized  at  the  time  of  its 
creation  by  the  aforesaid  consolidation  will  be  $1,500,000;  but  it  shall 
have  power  to  increase  its  capital  stock,  by  taking  the  steps  provided 
by  law  for  that  purpose,  to  an  amount  not  exceeding  $5,000,000.  Said 
stock  shall  be  divided  into  shares  of  ten  dollars  ($10.00)  each. 

7.  The  number  of  directors  of  the  corporation  shall  be  thirty- 
six  (36). 

8.  The  regular  annual  meeting  of  the  stockholders  of  the  corpo- 
ration will  be  held  at  its  home  office  in  Jefferson  County,  Kentucky, 
on  the  second  Wednesday  in  January  of  each  year,  beginning  at  the 
hour  of  ten  o’clock  a.  m.  (standard  time)  at  which  meeting  directors 
of  the  corporation  will  be  elected. 

9.  The  board  of  directors  shall  have  power  to  fill  vacancies  in  its 
body. 

10.  The  officers  of  the  corporation  who  shall  be  elected  by  the 
board  of  directors  at  its  first  meeting  after  the  regular  election  of 
directors  in  each  year  shall  be  president,  first  vice-president,  second 
vice-president,  third  vice-president,  fourth  vice-president,  general  coun- 
sel, treasurer  and  secretary,  each  of  whom  shall  hold  office  until  his 
successor  is  elected. 

Other  offices  may  be  created  from  time^  to  time  by  the  executive 
and  finance  committee,  hereinafter  more  particularly  referred  to,  and 
may  be  filled  by  the  president  by  and  with  the  advice  and  consent  of 
said  committee.  And  any  officer  so  chosen  may  be  removed  by  said 
committee  when  such  removal,  in  the  judgment  of  the  committee,  shall 
be  to  the  best  interest  of  the  company,  and  may  be  suspended  by  the 
president  until  the  said  committee  shall  act  upon  the  case. 

11.  The  president,  the  first,  second,  third  and  fourth  vice-presidents, 
the  treasurer  and  the  general  counsel  shall  constitute  a committee 
which  shall  be  known  as  the  executive  and  finance  committee,  which, 
in  addition  to  the  powers  and  duties  herein  conferred  upon  it,  shall 
have  such  other  powers  and  duties  as  shall  be  conferred  upon  it  by 
the  board  of  directors. 

12.  The  executive  and  finance  committee  shall  have  power  to  em- 
ploy any  person  to  serve  the  corporation  whom  it  may  consider  de- 
sirable and  to  prescribe  the  terms  and  conditions  of  service ; and  to  fix 


424 


CHARTERS  OF  LIFE  INSURANCE  COMPANIES. 


and  determine  what  compensation,  if  any,  shall  be  received  by  any 
officer,  director  or  employee  of  the  corporation. 

13.  The  board  of  directors  shall  have  power  to  create  any  com- 
mittees, whether  standing  or  special,  which  it  shall  consider  desirable, 
in  conducting  the  affairs  of  the  corporation,  and  to  define  the  powers 
and  duties  of  such  committees,  subject  to  the  provisions  of  these 
articles. 

14.  The  president  of  the  corporation  shall  preside  at  all  meetings 
of  the  stockholders  and  board  of  directors  and  shall  be  ex-officio  a 
member  and  chairman  of  all  committees. 

15.  The  board  of  directors  shall  have  power  to  make  by-laws  for 
the  regulation  of  the  affairs  of  the  corporation. 

16.  The  private  property  of  stockholders  shall  not  be  subject  to 
the  payment  of  the  debts  of  the  corporation,  except  so  far  as  ex- 
pressly made  thus  subject  by  the  laws  of  Kentucky. 

17.  The  by-laws  of  the  consolidating  Citizens  National  Life  Insur- 
ance Company  shall  be  the  by-laws  of  the  consolidated  company  until 
changed,  as  they  may  be,  by  the  board  of  directors  of  the  latter  com- 
pany. And  until  July  15,  1910,  and  until  their  successors  are  elected, 
the  directors  and  officers  of  said  consolidating  Citizens  National  Life 
Insurance  Company  shall  be  the  directors  and  officers  of  the  consoli- 
dated company.  But  on  July  15,  1910,  a meeting  of  stockholders  of 
the  consolidated  company  will  be  held  at  the  principal  office  of  the 
company  at  which  time  directors  will  be  elected  to  hold  office  until 
the  regular  January,  19  n stockholders’  meeting,  or  part  to  hold  office 
until  that  time  and  part  longer,  as  may  be  determined  at  said  July 
meeting  and  until  their  successors  are  elected.  And  at  the  first  meet- 
ing of  the  board  of  directors  elected  in  July,  1910,  and  which  shall 
be  held  immediately  after  the  adjournment  of  the  stockholders  meet- 
ing, officers  shall  be  elected  by  it  to  serve  until  the  election  of  officers 
in  January,  1911,  and  until  their  successors  are  elected. 

18.  Shares  of  the  corporations  hereby  consolidating  shall  be  con- 
verted into  shares  of  the  new  consolidated  corporation  by  issuing 
one  (1)  share  of  stock  in  the  corporation  hereby  created  for  each 
share  of  stock  in  the  consolidating  Citizens  National  Life  Insurance 
Company,  and  one  and  a half  (ijd)  shares  of  stock  in  the  corpora- 
tion hereby  created  for  each  share  of  stock  in  the  Citizens  Life  Insur- 
ance Company. 

19.  The  original  written  consents  of  stockholders  which  by  law  are 
essential  to  the  validity  of  this  consolidation  shall  be  delivered  over 


COLUMBIAN  NATIONAL  LIFE  425 

by  each  of  the  consolidating  corporations  to  the  consolidated  cor- 
poration. 

In  witness  whereof  this  instrument  has  been  executed  this  the  day 
and  year  first  above  written  by  the  undersigned  being  a majority  of 
the  directors  of  the  party  of  the  first  part,  the  Citizens  National  Life 
Insurance  Company,  and  also  a majority  of  the  directors  of  the  party 
of  the  second  part,  the  Citizens  Life  Insurance  Company. 


COLUMBIAN  NATIONAL  LIFE  INSURANCE  COMPANY. 


EXTRACTS  FROM  THE  BY-LAWS. 

For  Sections  i to  6 see  pages  39  and  40 

Sec.  7.  Standing  Committees. — There  shall  be  the  following  standing  com- 
mittees, whose  members  shall  be  chosen  by  the  board  of  directors  annually: 
1st,  an  executive  committee;  2d,  a finance  committee;  3d,  a committee  on 
insurance.  In  case  of  a vacancy  or  vacancies  occurring  in  the  membership 
of  any  standing  committee,  the  same  shall  be  filled  for  the  unexpired  term 
or  terms  by  the  board  of  directors,  or  by  the  executive  committee.  Each 
of  said  committees  shall  keep  a full  record  of  its  proceedings,  which  shall 
be  reported  at  each  quarterly  meeting  of  the  board  of  directors  or  at  any  other 
meetings  of  the  board  when  called  for. 

Section  8 same  as  Section  7 on  page  40. 

Sec.  9.  Finance  Committee. — The  board  of  directors  may  appoint,  also 
from  their  own  number  a finance  committee,  to  consist  of  the  president, 
the  comptroller,  a vice-president,  and  not  less  than  five  other  directors.  It 
shall  be  the  duty  of  said  committee  to  provide  for  the  investment  and  re- 
investment of  the  funds  of  the  company  in  safe  securities  such  as  insurance 
companies  are  permitted  by  law  to  invest  in,  and  to  attend  to  all  matters 
connected  with  the  management  of  investments  made,  including  foreclosure 
on  collateral  security  real  or  personal,  assignments,  extensions  or  partial 
releases  of  mortgages  chattel  or  real,  and  the  like,  leases,  releases,  sales  or 
moitgages  of  property  real  or  personal,  and  all  agreements  or  contracts 
relating  thereto. 

Sec.  10.  Committee  on  Insurance.- — The  president,  comptroller,  and  secre- 
tary shall  constitute  a committee  on  insurance ; they  shall  consult  and  advise 
with  the  board  of  directors  on  all  matters  pertaining  to  insurance,  and  shall 
examine  and  pass  upon  all  death  claims  in  the  ordinary  department ; no 
loss  in  that  department  shall  be  paid  without  the  approval  of  a majority  of 
the  committee.  The  committee  shall  prescribe  such  rules  and  regulations  for 
the  payment  of  claims  in  the  accident  and  health  industrial  and  fractional 
departments  as  they  may  deem  for  the  best  interests  of  the  company. 

Amended  February  11,  1909. 

Section  it  same  as  Section  8 on  page  40. 


426 


CHARTERS  OF  LIFE  INSURANCE  COMPANIES. 


Sec.  13.  Comptroller. — The  comptroller  shall  have  supervision  of  the 
finances  of  the  company  and  the  care  and  custody  of  the  certificates  of  stock, 
bonds,  mortgages,  notes,  securities,  and  other  evidences  of  debt  belonging 
to  the  company,  except  premium  notes;  such  care  and  custody,  however,  to 
be  shared  as  the  board  of  directors  may  from  time  to  time  prescribe,  and 
to  be  subject  to  such  regulations  as  said  board  may  prescribe.  He  shall 
receive  and  consider  applications  for  loans  and  offerings  of  securities,  ac- 
cepting only  such  securities  as  shall  be  approved  by  the  finance  committee. 
He  shall  be  a member  of  the  finance  committee,  and  shall  report  all  invest- 
ments made  for  the  company  at  the  stated  meetings  of  the  committee,  reporting 
also,  from  time  to  time,  as  required  by  the  president,  the  condition  of  all 
securities  owned  by  the  company. 

Section  14  same  as  Section  10  on  page  40. 

Section  17  same  as  Section  12  on  page  40. 

Sections  26  to  29  same  as  15  to  18  on  page  41. 

Sec.  30.  Checks,  Drafts,  Etc. — All  checks  and  drafts  shall  be  drawn  to 
the  order  of  the  party  to  whom  the  sum  drawn  for  is  payable.  They  shall  be 
signed  by  the  treasurer,  or  an  assistant  treasurer,  and  shall  be  countersigned 
by  the  auditor,  or  an  assistant  auditor.  All  checks  for  amounts  exceeding 
five  hundred  dollars  ($500)  shall  also  be  countersigned  by  the  president  or  a 
vice-president. 

Sec.  31.  Investments. — This  company  shall  not  purchase,  hold  or  grant  any 
mortgage  loans  on  unimproved  or  non-productive  property,  on  theatres,  brew- 
eries, factories,  or  mining  enterprises  of  any  description  whatsoever ; neither 
shall  this  company  make  any  investments  in  or  loan  upon  what  are  commonly 
known  as  industrial  enterprises,  nor  shall  it  make  any  loans,  directly  or  in- 
directly, to  any  of  its  officers  except  on  the  pledge  of  its  own  policies  of 
insurance  in  sums  not  exceeding  the  reserve  which  it  then  holds  on  any  such 
policy.  It  shall  be  the  policy  of  the  company  that  investments  shall  be  dis- 
tributed so  far  as  practicable  throughout  the  country,  in  proportion  to  the 
premium  collections  received  from  the  different  sections  or  departments  of 
the  country. 

Sec.  32.  Transfer  of  Assets. — All  investments  shall  be  made  in  the  name  of 
The  Columbian  National  Life  Insurance  Company.  Transfer  of  stock  and 
registered  bonds,  deeds,  leases,  releases,  sales,  mortgages  chattel  or  real, 
and  in  general  all  instruments  of  defeasance  of  property  and  all  agreements  or 
contracts  affecting  the  same,  except  discharges  of  mortgages  and  entries  to 
foreclose  the  same  as  hereinafter  provided,  shall  be  executed  jointly  for  the 
company  by  two  persons  to  wit : the  president  or  a vice-president  and  the 
comptroller  or  treasurer,  but  may  be  acknowledged  and  delivered  by  either  one 
of  those  executing  the  instrument;  provided,  however,  that  either  the  comp- 
troller or  treasurer  alone  when  authorized  as  aforesaid,  or  any  person 
especially  authorized  by  the  finance  committee  as  attorney  for  the  company 
may  make  entry  to  foreclose  any  mortgage,  and  either  the  comptroller  or  treas- 
urer alone  is  authorized  without  the  necessity  of  further  authority  to  discharge 
by  deed  or  otherwise  any  mortgage  on  payment  to  the  company  of  the  principal, 
interest  and  all  charges  due.  The  president  or  a vice-president  and  the 


CONNECTICUT  MUTUAL  LIFE.  427 

comptroller  or  treasurer  shall  have  power  to  vote  or  execute  proxies  for  voting 
any  shares  held  by  the  company. 

Sections  33  to  37  same  as  20  to  24  on  page  41. 


CONNECTICUT  GENERAL  LIFE  INSURANCE  COMPANY. 


EXTRACTS  FROM  THE  BY-LAWS. 

See  page  46. 

Article  3 amended  to  read : The  board  of  directors,  which  shall  consist  of 
eleven. 

CONNECTICUT  MUTUAL  LIFE  INSURANCE  COMPANY. 


Annual  Election  for  Directors. 

Resolved  by  this  Assembly: 

Section  i.  That  the  board  of  directors  of  The  Connecticut  Mutual 
Life  Insurance  Company  shall  consist  of  twelve  members  to  be  chosen 
as  hereinafter  provided. 

Sec.  2.  x\t  the  next  annual  meeting  held  after  the  acceptance  of 
this  amendment,  the  members  shall  elect  three  directors  to  serve  for 
the  term  of  one  year,  three  directors  to  serve  for  the  term  of  two  years, 
three  directors  to  serve  for  the  term  of  three  years  ; and  annually  there- 
after three  directors  shall  be  elected  to  serve  for  the  term  of  four 
years. 

Sec.  3.  Whenever  any  vacancy  shall  occur  in  the  board  of  directors 
by  the  death  or  resignation  of  any  member,  or  otherwise,  such  vacancy 
may  be  filled  by  the  remaining  directors  for  the  remainder  of  the 
term  for  which  said  director  was  elected. 

Sec.  4.  The  charter  of  said  company  is  hereby  amended  to  con- 
form herewith,  and  this  amendment  may  be  accepted  at  any  meeting 
of  the  company  held  not  later  than  the  date  of  the  company’s  annual 
meeting  in  the  year  1906. 

Approved  March  22,  1905. 

EXTRACTS  FROM  THE  BY-LAWS. 

Section  i.  All  officers  of  this  corporation  shall  be  chosen  by  ballot. 

Sec.  2.  Any  member  of  this  corporation  may  delegate  his  right  of  voting 

by  proxy. 

Sec.  3.  A tariff  of  premiums  shall  be  fixed  by  the  directors,  below  which 
no  risk  shall  be  taken.  The  directors  shall  prescribe  the  forms  of  appli- 


428 


CHARTERS  OF  LIFE  INSURANCE  COMPANIES. 


cation,  policies  and  bonds,  the  terms  and  conditions  of  contracts,  the  limit 
of  risk  on  any  single  life,  the  mode  of  keeping  the  accounts  and  records,  and 
the  duties  and  powers  of  the  officers  and  servants  of  the  company;  and  shall 
manage,  in  a systematic  and  safe  manner,  the  whole  business  confided  to 
their  charge. 

Sec.  4.  There  shall  be  elected  at  each  annual  meeting  an  auditing  committee 
consisting  of  three  members  of  the  company,  whose  duty  shall  be  to  carefully 
examine  all  of  the  books,  accounts,  vouchers,  and.  assets  of  the  company  and 
to  report  their  finding  thereon  to  the  next  annual  meeting  following  their 
election.  Any  vacancy  in  their  number  may  be  filled  by  the  directors  until 
the  next  annual  meeting. 

Sec.  5.  These  by-laws  may  be  amended,  repealed  or  added  to  by  a two-thirds 
vote  of  the  members  present  or  represented  by  proxy  at  any  annual  meeting 
of  the  company,  provided  that  no  by-law  shall  be  adopted  and  no  existing 
by-law  shall  be  amended  or  repealed  unless  notice  of  such  proposed  action 
shall  have  been  given  in  the  call  for  the  meeting  at  which  such  adoption, 
amendment  or  repeal  is  to  be  acted  upon. 


DAKOTA  MUTUAL  LIFE  INSURANCE  COMPANY. 


[State  of  South  Dakota , Department  of  State.] — Whereas,  John  B. 
Hanten,  H.  M.  Finnerud,  Frank  L.  Bramble,  and  others  have  filed  in 
this  office  a certificate  of  declaration  in  writing  as  provided  by  law, 
setting  forth  all  the  facts  required  to  be  stated,  and  have  in  all  respects 
complied  with  the  requirements  of  the  law  governing  the  formation 
of  private  corporations  as  contained  in  the  statutes  of  this  State. 

Now,  therefore,  I,  Samuel  C.  Polley,  secretary  of  the  State  of 
South  Dakota,  in  virtue  and  by  authority  of  law,  do  hereby  certify 
that  said  parties,  their  associates  and  successors  have  become  a body 
politic  and  corporate,  under  the  corporate  name  of  Dakota  Mutual 
Life  Insurance  Company,  and  by  said  name  have  a right  to  sue  and 
be  sued,  purchase,  hold  and  convey  real  and  personal  property,  and 
to  have  and  enjoy  all  the  rights,  and  privileges  granted  to  a private 
corporation  under  the  laws  of  this  State,  subject  to  their  articles  of 
incorporation,  and  all  legal  restrictions  and  liabilities  in  relation 
thereto. 

In  testimony  whereof  I have  hereunto  set  my  hand  and  affixed  the 
great  seal  of  the  State  of  South  Dakota,  done  at  the  city  of  Pierre 
this  26th  day  of  February,  A.  D.  1909.  Samuel  C.  Polley,  Secretary 
of  State. 


DAKOTA  MUTUAL  LIFE. 


429 


EXTRACTS  FROM  THE  BY-LAWS. 

Article  i.  Officers. — The  corporate  power  of  this  company  shall  be 
vested  in  a board  of  directors  of  not  less  than  nine  or  more  than  fifty 
members.  The  officers  shall  consist  of  a president,  first  vice-president,  second 
vice-president,  third  vice-president,  secretary,  treasurer,  medical  director;  all 
of  which  officers  shall  be  directors  of  the  company.  The  board  of  directors  shall 
have  the  entire  management  and  control  of  all  the  business  and  property  of 
the  company. 

Article  2.  Election  of  Officers. — When  elected  the  board  of  directors  shall 
organize  by  the  election  of  the  officers  provided  for  in  Article  1,  to  govern  the 
aff airs  of  the  company ; and  the  board  shall  have  the  power  to  fill  any 
vacancy  in  the  officers  of  the  company. 

Article  3.  Duties  of  the  President. — The  president  shall  preside  at  the 
meetings  of  the  board  of  directors.  He  shall  sign  as  president,  all  contracts  of 
insurance,  stock  certificates  and  other  instruments  in  writing,  which  have  been 
first  approved  by  the  board  of  directors  or  the  executive  committee.  He  shall 
have  the  casting  vote  at  all  meetings  of  the  directors.  He  shall  call  special 
meetings  of  the  board  of  directors  at  his  discretion,  and  must  do  so  at  any  time 
upon  the  written  request  of  three  of  the  directors.  He  shall  supervise  all  the 
officers  and  employees  of  the  company,  see  that  their  duties  are  properly  dis- 
charged and  report  any  negligence  or  misconduct  of  such  officers  and  em- 
ployees to  the  board  of  directors.  In  the  absence  of  the  president,  the  first 
vice-president  shall  perform  his  duties,  and  in  the  absence  of  these  two,  the 
second  and  third  vice-president  shall  perform  the  duties  of  the  president. 

Article  9.  Duties  of  the  Board  of  Directors. — Sec.  i.  The  board  of  di- 
rectors shall  consist  of  from  nine  to  twenty-one  members,  a majority  of  whom 
shall  constitute  a quorum  to  do  business. 

Sec.  2.  The  board  of  directors  shall  meet  annually  on  the  third  Tuesday 
in  January  at  ten  o’clock  A.  m. 

Sec.  3.  The  term  of  office  of  a director  shall  be  three  years.  There  shall 
be  annually  elected  one-third  of  the  members.  * * * * 

Sec.  4,  The  board  of  directors  shall  have  power  to  fill  all  vacancies  on  the 
board  for  the  unexpired  term. 

Sec.  5.  A vacancy  shall  be  deemed  to  exist  by  disposition  of  required  amount 
of  stock,  loss  of  membership,  resignation,  misconduct  in  office  or  a failure 
to  act. 

Sec.  6.  Special  meetings  of  the  board  of  directors  shall  be  called  only  by 
the  president  or  on  the  written  request  of  three  members  of  the  board,  stating 
the  object  of  the  meeting,  and  the  secretary  shall  give  five  days’  written  notice 
of  the  meeting  through  the  United  States  mail. 

Sec.  7.  At  special  meetings  of  the  board  of  directors  a member  residing 
more  than  100  miles  from  the  home  office  shall  be  allowed  for  the  attendance, 
mileage  only  for  the  100  miles. 

Article  10.  Executive  Committee  and  Its  Duties. — There  shall  be  appointed 
an  executive  committee  by  the  board  of  directors  at  the  first  meeting  of  the 
board  of  directors,  after  the  regular  meeting  of  the  stockholders  of  the 
company  at  which  directors  are  elected,  and  at  the  time  of  the  election  of 


43° 


CHARTERS  OF  LIFE  INSURANCE  COMPANIES. 


the  president,  first  vice-president,  second  vice-president,  third  vice-president, 
secretary,  treasurer,  medical  director;  consisting  of  three  members  of  the 
board  of  directors. 

The  duties  and  powers  of  the  executive  committee  shall  be  the  same  as  the 
duties  and  powers  of  the  board  of  directors  of  the  company,  except  when  the 
board  of  directors  are  in  regular  or  special  meeting,  at  which  said  time  the 
powers  and  duties  of  the  executive  committee  shall  be  suspended.  The  ex- 
ecutive committee  shall  transact  the  business  of  the  company  when  in  regular 
or  special  meetings  assembled,  or  when  a majority  of  the  said  committee  shall 
give  their  assent  in  writing,  to  the  transaction  of  any  business  for  the  company. 

Article  ii.  Committees. — Sec.  i.  The  president  shall  be  ex-officio  a member 
of  the  executive  committee  and  of  all  other  committees  appointed  by  the  board 
of  directors. 

Sec.  2.  There  shall  be  three  committees  consisting  of  three  members  each, 
of  each  of  which  the  chairman  shall  be  a member  of  the  executive  committee; 
they  shall  hold  their  membership  one  year  unless  they  resign  or  are  removed. 

Article  12.  Compensation  of  Officers.- — The  directors,  officers  and  members 
of  the  executive  committee  shall  receive  such  compensation  for  their  services 
as  the  board  of  directors  shall  determine.  No  director  shall  become  a salaried 
employee  of  the  company  except  by  election  by  the  stockholders  of  the  com- 
pany, or  by  vote  of  the  board  of  directors. 

No  director  or  officer  shall  receive  any  money  or  valuable  thing  for  nego- 
tiating, procuring  or  recommending  any  loan,  or  for  selling  or  aiding  the  sale 
of  any  securities. 

Article  13.  Contracts. — No  contract  by  any  officer  of  the  company  shall  be 
valid  for  any  unusual  expenditure  outside  of  the  ordinary  course  of  the  busi- 
ness of  their  office,  without  the  previous  authorization  or  subsequent  ratification 
by  the  board  of  directors  or  executive  committee. 

Article  14.  Contracts  of  Insurance. — No  contract  of  insurance  involving  a 
greater  risk  than  ten  thousand  dollars  ($10,000),  shall  be  made  on  any  one  life, 
except  by  approval  of  the  executive  committee. 

Article  15.  Meeting  of  Stockholders. — Sec.  i.  A majority  of  the  stock  of 
the  company  shall  constitute  a quorum  to  transact  business  at  any  meeting  of 
the  stockholders  of  the  company. 

Sec.  2.  The  stockholders  shall  hold  an  annual  meeting  on  the  third  Tuesday 
of  January  of  each  year,  at  the  office  of  the  company  in  the  city  of  Watertown, 
S.  D.,  said  meeting  to  be  called  to  order  at  nine  o’clock  a m.,  and  the  first 
annual  meeting  shall  be  held  in  January,  1910. 

Sec.  3.  The  stockholders  at  the  annual  meeting  shall  elect  one-third  of  the 
members  of  the  board  of  directors  and  shall  transact  any  business  that  shall 
properly  come  before  them. 

Sec.  4.  Special  meetings  of  the  stockholders  may  be  called  by  the  board  of 
directors  on  notice  stating  the  object  of  such  meeting. 

Sec.  5.  Each  stockholder  shall  have  one  vote.  A stockholder  who  is  a minor 
can  be  represented  only  by  his  legal  guardian. 

Sec.  6.  A stockholder  may  appoint  a proxy,  in  writing,  to  attend  any  annual 
or  special  meeting. 


DES  MOINES  LIFE. 


43 1 


DES  MOINES  LIFE  INSURANCE  COMPANY. 


Amended  and  Substituted  Articles  of  Incorporation. 

Article  i.  The  name  of  this  corporation  shall  be  the  “ Des  Moines 
Life  Insurance  Company,”  by  which  name  it  shall  have  and  retain  all 
its  property,  rights  and  privileges  which  it  possessed  prior  to  the 
adoption  of  these  amended  and  substituted  articles  of  incorporation. 
It  is  organized  and  shall  conduct  business  under  the  provisions  of 
chapters  one  (i),  six  (6)  and  eight  (8)  title  9 of  the  Code  of  Iowa 
of  1897,  as  a life  insurance  company  on  the  level  premium  plan. 

Article  2.  The  principal  place  of  business  of  this  corporation 
shall  be  Des  Moines,  Iowa. 

Article  3.  The  business  of  this  company  shall  be  insurance  on 
lives  of  individuals,  and  all  and  every  insurance  pertaining  to  life 
and  issuing  policies  or  contracts  for  the  payment  of  endowments  or 
annuities  to  the  persons  named  therein  as  beneficiaries,  and  to  do  all 
and  any  business  usually  done  or  permitted  to  be  done  by  life  insurance 
companies. 

This  corporation  shall  possess  and  enjoy  all  powers,  privileges  and 
franchises  granted  to  companies  by  the  provisions  of  the  Code  of  Iowa, 
under  which  it  is  incorporated,  and  all  powers,  privileges  and  fran- 
chises granted  by  existing  laws  of  Iowa  to  corporations  conducting  the 
insurance  business  on  the  level  premium  plan,  or  which  may  be  here- 
after granted  by  the  laws  of  Iowa. 

Article  4.  The  time  of  the  commencement  of  this  corporation  was 
the  first  day  of  August,  1885,  at  which  time  its  original  articles  of  in- 
corporation were  recorded,  and  it  shall  endure  for  fifty  (50)  years 
from  said  date,  with  the  right  of  renewal  as  provided  by  law. 

Article  5.  The  private  property  of  the  stockholders,  directors 
and  managers  of  this  corporation  shall  be  exempt  from  all  corporate 
debts. 

Article  6.  This  corporation  shall  have  a common  seal  bearing  the 
imprint  “ Des  Moines  Life  Insurance  Company.” 

Article  7.  The  highest  amount  of  indebtedness  to  which  this  cor- 
poration shall  subject  itself  at  any  time  exclusive  of  its  insurance  lia- 
bility upon  its  policies  and  insurance  contracts,  shall  not  exceed  ten 
thousand  dollars  ($10,000)  nor  shall  such  indebtedness  exceed  its  cur- 
rent income. 


432 


CHARTERS  OF  LIFE  INSURANCE  COMPANIES. 


Article  8.  All  the  corporate  powers  of  this  corporation  shall  be 
exercised,  and  its  business  and  affairs  managed,  conducted  and  con- 
trolled by  a board  of  directors. 

Said  board  shall  be  bound  to  carry  out  the  wishes  of  the  stock- 
holders of  this  corporation  as  expressed  by  annual  or  special  meeting. 
Said  board  of  directors  shall  consist  of  twelve  (12)  persons,  a major- 
ity of  whom  shall  constitute  a quorum  for  the  transaction  of  business. 

The  board  of  directors  shall  have  power  to  permit  a policyholder  in 
good  standing,  whose  policy  has  been  issued  prior  to  this  date,  to 
apply  his  personal  unused  contribution  in  the  reserve  fund,  to  supply- 
ing premium  or  reserve  upon  any  policy  bearing  a higher  rate  of 
premium,  which  may  be  taken  by  such  member  in  exchange  for  his 
existing  policy  upon  surrender  of  the  same. 

The  following  named  persons  having  been  duly  elected,  shall  con- 
stitute the  board  of  directors  of  this  corporation  for  the  terms  herein- 
after designated,  respectively,  and  until  their  successors  are  duly  elected 
and  qualified,  viz. : L.  C.  Rawson,  Wm.  Foster,  G.  H.  Philpott  and 

J.  M.  Emery  until  the  annual  meeting  in  1908;  and  C.  E.  Rawson, 
W.  E.  Hamilton,  W.  A.  Harbach,  and  Nathan  E.  Coffin  until  the 
annual  meeting  in  1909 ; and  C.  W.  Eaton,  Arthur  Reynolds,  S.  T. 
Meservey  and  W.  T.  Smith  until  the  annual  meeting  in  1910.  Each 
director  hereafter  elected  shall  hold  office  for  three  (3)  years.  The 
board  of  directors  shall  fill  all  vacancies  in  their  number,  or  in  the 
officers  of  this  corporation  until  the  next  annual  meeting,  by  election. 

The  board  of  directors  shall  have  power  to  enact  such  by-laws,  rules 
and  regulations  for  the  transaction  of  the  business  of  this  corporation 
and  the  management  of  its  affairs  not  inconsistent  with  these  articles  of 
incorporation  or  the  laws  of  the  State,  as  may  be  deemed  by  them 
expedient,  and  to  amend  and  repeal  such  by-laws,  rules  and  regulations. 

Article  9.  The  annual  meeting  of  the  stockholders  of  this  corpo- 
ration for  the  transaction  of  business  and  election  of  directors  to  fill 
the  places  of  outgoing  directors,  shall  be  held  at  the  home  office  of 
this  corporation  in  the  city  of  Des  Moines,  Iowa,  on  the  third  Tues- 
day of  January  in  each  year,  beginning  at  ten  o’clock  in  the  forenoon. 
At  every  annual  meeting  and  election,  and  at  every  special  meeting 
of  the  stockholders,  each  stockholder  of  this  corporation  shall  be  en- 
titled to  one  vote  in  person  or  by  proxy,  for  each  share  of  stock  owned 
by  him,  as  shown  by  the  stock  books  of  the  company. 

Article  10.  After  each  annual  election,  the  board  of  directors 
shall  elect  a president,  vice-president,  secretary,  treasurer,  and  general 


DES  MOINES  LIFE. 


433 


manager,  who  shall  hold  their  offices  for  one  year  and  until  their 
successors  are  duly  elected  and  qualified,  or  until  such  officers  are 
removed  by  the  board  of  directors  for  cause. 

Article  ii.  The  present  officers  of  this  corporation  shall  hold  their 
offices  until  their  successors  are  duly  elected  and  qualified. 

Article  12.  .This  company  shall  have  a capital  stock  of  one  hun- 
dred thousand  dollars  ($100,000),  divided  into  one  thousand  (1,000) 
shares  of  the  par  value  of  one  hundred  dollars  ($100)  each,  and  all 
stock  shall  be  fully  paid  in  cash  and  be  non-assessable  when  issued, 
and  shall  be  transferable  upon  the  terms  and  conditions  to  be  pro- 
vided in  the  by-laws ; and  the  company  shall  have  a lien  upon  any  and 
all  shares  held  or  owned  by  each  stockholder  for  any  indebtedness  or 
other  liability  of  such  stockholder  to  the  company. 

Article  13.  These  articles  of  incorporation  may  be  altered  or 
amended  at  any  annual  meeting  of  the  stockholders  of  this  corpora- 
tion, or  special  meeting  called  for  that  purpose,  and  thereafter  all 
stockholders  of  this  corporation  shall  be  governed  and  bound  thereby. 
If  it  shall  be  proposed  to  amend  these  articles  of  incorporation  at  a 
special  meeting,  notice  of  such  special  meeting  and  a copy  of  the  pro- 
posed amendment  shall  be  mailed  to  each  stockholder  at  his  last  known 
postoffice  address  as  shown  by  the  books  of  this  corporation,  not  less 
than  thirty  (30)  days  before  the  date  for  which  such  special  meeting 
is  called. 

Article  14.  Nothing  contained  in  these  articles  of  incorporation 
shall  be  so  construed  as  in  any  manner  interfering  with,  affecting, 
changing,  modifying,  releasing,  or  discharging  any  policies  of  insur- 
ance, or  liabilities  of  this  corporation  to  its  members  and  their  bene- 
ficiaries, or  any  obligation  or  liabilities  of  any  of  said  members  to 
this  corporation. 

In  testimony  whereof  we,  C.  E.  Rawson,  the  president,  and  A.  H. 
Evans,  the  assistant  secretary,  of  the  Des  Moines  Life  Insurance 
Company,  have  hereunto  set  our  hands  the  23d  day  of  October,  A.  D. 
IW- 


EXTRACTS  FROM  THE  BY-LAWS. 

Article  2.  Committees  and  Their  Duties.  Sec.  i Executive  Committee. — 
The  executive  committee  shall  consist  of  the  president  and  two  other  directors 
appointed  by  him,  and  shall  meet  from  time  to  time  upon  call  of  the  presi- 
dent, and  shall  have  general  direction  and  control  of  the  affairs  of  the  com- 
pany when  the  board  of  directors  is  not  in  session. 


434 


CHARTERS  OF  LIFE  INSURANCE  COMPANIES. 


Sec.  2.  Finance  Committee. — The  finance  committee  shall  consist  of  the 
president  and  such  other  persons  as  shall  be  appointed  by  him,  and  shall 
meet  from  time  to  time  upon  call  of  the  president,  and  shall  have  full  minutes 
kept  of  all  its  meetings.  No  loans  or  other  investments  shall  be  made  of 
any  funds  of  the  company  until  such  loan  or  investment  is  first  presented 
to  the  finance  committee  for  consideration  and  approved  in  writing  by  at 
least  three  members  thereof. 

Article  3.  Directors  and  Their  Duties.  Sec.  i.  Meetings. — The  board  of 
directors  shall  hold  regular  meetings  on  the  second  Tuesday  of  each  month, 
except  February,  at  11  o’clock  at  the  offices  of  the  company,  and  such  special 
meetings  as  may  be  called  by  the  president  or  the  board. 

Sec.  2.  Notice. — Written  notice  of  the  time  and  place  of  all  meetings  of 
the  board  of  directors  shall  be  mailed  or  given  to  each  member  of  the  board 
at  his  address  as  shown  by  the  stockbook  of  the  company,  not  less  than 
twenty-four  hours  prior  to  the  time  of  such  meeting,  unless  such  notice  is 
waived. 

Article  5.  Miscellaneous.  Sec.  i.  Agents’  Contracts. — All  contracts  with 
agents  shall  be  upon  the  forms  adopted  by  the  company  and  shall  not  be 
binding  upon  the  company  until  signed  by  the  president  and  secretary  of  the 
company. 

Sec.  2.  Proxies. — At  all  meetings  of  the  stockholders  of  this  company, 
each  stockholder  in  good  standing  shall  be  entitled  to  one  vote  for  each 
share  of  stock,  to  be  given  in  person  or  by  written  proxy.  But  no  vote  by 
proxy  will  be  permitted  unless  the  written  proxy  has  been  on  file  with  the 
secretary  of  the  company  at  least  thirty  days  before  the  meeting  at  which  it 
is  offered.  At  all  meetings  of  the  stockholders  of  the  company  the  stock- 
holders present  shall  constitute  a quorum  for  the  transaction  of  business. 

Sec.  3.  Investments. — All  funds  of  the  company  which  may  be  invested 
shall  stand  in  the  name  of  the  Des  Moines  Life  Insurance  Company,  and  in 
such  investments  only  as  are  permitted  by  the  laws  of  the  State  of  Iowa, 
and  no  investment  shall  be  taken  in  the  name  of  any  individual  as  an  officer 
of  the  company. 

Sec.  4.  Settlements. — The  company  shall  have  the  power  to  settle  and 

compromise  any  claim  against  the  company,  held  by  any  policyholder  or 
beneficiary  and  to  purchase  at  less  than  its  face  value  any  outstanding  policy 
of  the  company. 

Article  6.  Amendments.  Sec.  i. — These  by-laws  may  be  altered  or  amended 
at  any  regular  or  special  meeting  of  the  board  of  directors,  provided  notice 
in  writing  of  the  general  nature  of  such  proposed  amendments  is  given  to 
the  board  at  some  regular  or  special  meeting,  held  at  least  ten  days  prior 
to  the  time  such  amendment  is  adopted,  and  thereafter  the  section  proposed 
to  be  amended  may  be  modified  or  amended  in  such  manner  as  the  board 
of  directors  may  determine  by  a majority  vote  of  those  present. 


EQUITABLE  LIFE  OF  UNITED  STATES. 


435 


EQUITABLE  LIFE  ASSURANCE  SOCIETY  OF  THE  UNITED 

STATES. 


Amended  Charter  as  of  June  20,  1906. 

[Declaration.] — This  is  to  certify  that  The  Equitable  Life  Assur- 
ance Society  of  the  United  States  has,  by  a vote  of  a majority  of  its 
directors  and  by  authority  of  a vote  of  the  stockholders  representing 
at  least  a majority  of  the  capital  stock  at  a meeting  of  stockholders 
called  for  the  purpose,  duly  accepted  the  provisions  of  the  act  of  the 
Legislature  of  the  State  of  New  York,  chapter  690  of  the  Laws  of 
1892,  known  as  the  “ Insurance  Law,”  and  the  amendments  thereto, 
and,  in  conformity  with  the  same,  duly  adopted  the  following  amended 
charter : 

Article  i.  This  corporation  shall  continue  to  be  called  and  named 
“ The  Equitable  Life  Assurance  Society  of  the  United  States.”  The 
said  corporation  and  the  principal  office  for  the  transaction  of  its 
business  are  to  be  located  in  the  city  of  New  York. 

Article  2.  The  business  of  this  company  shall  be  to  make  insur- 
ances upon  the  lives  of  persons  and  every  insurance  appertaining 
thereto,  and  to  grant,  purchase  or  dispose  of  annuities,  as  set  forth 
in  subdivision  1 of  section  70  of  the  Insurance  Law  of  the  State  of 
New  York.  And  this  company  shall  possess  and  enjoy  all  the  powers, 
privileges  and  franchises  granted  to,  and  shall  be  subject  to  all  the 
regulations,  restrictions  and  obligations  imposed  upon  corporations 
organized  and  existing  under  the  provisions  of  said  subdivision  1,  of 
section  70  of  the  Insurance  Law  of  the  State  of  New  York,  and  any 
amendments  thereof. 

Article  3.  The  capital  stock  of  said  company  shall  continue  to 
be  one  hundred  thousand  dollars  in  cash,  divided  into  one  thousand 
shares  of  one  hundred  dollars  each ; which  shall  be  personal  property, 
transferable  only  on  the  books  of  the  company,  in  conformity  with  its 
by-laws.  The  holders  of  the  said  capital  stock  may  receive  a semi- 
annual dividend  on  the  stock  so  held  by  them,  not  to  exceed  three  and 
one-half  per  cent,  of  the  same,  such  dividends  to  be  paid  at  the  times, 
and  in  the  manner  designated  by  the  directors  of  said  company.  The 
earnings  and  receipts  of  said  company,  over  and  above  the  dividends, 
losses  and  expenses,  shall  be  accumulated. 


436 


CHARTERS  OF  LIFE  INSURANCE  COMPANIES. 


Article  4.  The  corporate  powers  of  said  company  shall  be  vested 
in  a board  of  directors,  and  shall  be  exercised  by  them,  and  by  such 
officers  and  agents  as  they  may  appoint,  and  from  time  to  time 
empower. 

The  board  of  directors  shall  consist  of  fifty-two  persons,  a majority 
of  whom  shall  be  citizens  and  residents  of  the  State  of  New  York. 

To  the  end  that  after  the  year  1906  a majority  of  the  directors  of 
the  company  shall  be  policyholders  elected  by  the  policyholders  of  the 
company,  the  terms  of  twenty-eight  of  the  directors  constituting  the 
board  of  directors  on  the  first  day  of  July,  1906,  shall  expire  on  the 
thirty-first  day  of  December  of  that  year.  The  twenty-eight  director- 
ships which  shall  so  expire  shall  comprise  the  thirteen  directorships 
heretofore  filled  for  the  term  of  four  years  ending  the  thirty-first  day 
of  December,  1906,  and  the  thirteen  directorships  heretofore  filled  for 
the  term  of  four  years  ending  the  thirty-first  day  of  December,  1909, 
together  with  one  directorship  from  the  class  heretofore  filled  for  the 
term  of  four  years  ending  the  thirty-first  day  of  December,  1907,  and 
one  directorship  from  the  class  heretofore  filled  for  the  term  of  four 
years  ending  the  thirty-first  day  of  December,  1908.  In  case  on  the 
first  day  of  July,  1906,  there  shall  be  a vacancy  in  either  of  the  two 
classes  of  directors  last  mentioned  the  directorship  so  vacant  (or,  if 
there  be  more  than  one  vacancy  in  either  class,  one  of  such  director- 
ships to  be  determined  by  lot  by  the  president  or  secretary)  shall  be 
the  one  of  that  class  which  shall  expire  on  the  thirty-first  day  of 
December,  1906.  If  in  either  class  there  shall  be  no  such  vacancy  on 
the  first  day  of  July,  1906,  the  president  or  secretary  of  the  company 
shall  forthwith  determine  by  lot  the  director  of  that  class  whose  term 
shall  expire  on  the  thirty-first  day  of  December,  1906. 

At  the  regular  annual  election  of  the  company  in  December,  1906, 
there  shall  be  elected  by  the  policyholders  twenty-eight  directors,  all 
of  whom  shall  be  policyholders  of  the  company.  Such  directors  shall 
be  so  elected  in  four  classes  of  seven  directors  each,  the  terms  of  such 
classes  to  begin  on  the  first  day  of  January,  1907,  and  to  expire 
respectively  in  one,  two,  three  and  four  years.  At  every  subsequent 
annual  election  of  the  company  seven  policyholders  shall  be  elected 
by  the  policyholders  to  serve  as  directors  for  a term  of  four  years  to 
succeed  the  seven  directors,  elected  by  the  policyholders,  of  the  class 
whose  term  expires  on  the  next  ensuing  thirty-first  day  of  December. 

The  manner  of  conducting  the  election  of  said  twenty-eight  directors 


EQUITABLE  LIFE  OF  UNITED  STATES. 


437 


and  of  their  successors  and  the  qualifications  of  policyholders  entitled 
to  vote  for  such  directors  shall  be  in  accordance  with  the  provisions 
of  the  Insurance  Law  of  the  State  of  New  York  respecting  the  elec- 
tion and  qualification  of  directors  of  domestic  mutual  life  insurance 
companies.  Vacancies  among  the  directors  elected  by  the  policy- 
holders may  be  filled,  for  the  unexpired  portion  of  the  term  of  the 
class  in  which  any  vacancy  may  exist,  by  the  policyholders  at  the 
next  ensuing  annual  election  and,  until  so  filled,  by  the  board  of 
directors. 

Twenty-four  directors  of  the  company  shall  continue  to  be  elected 
by  the  stockholders,  and  each  of  such  directors  shall  be  either  a stock- 
holder or  a policyholder.  Twelve  of  such  directors  shall  be  so  elected 
at  the  annual  election  in  December,  1907,  to  succeed  the  twelve 
directors  of  the  class  in  office  on  the  first  day  of  July,  1906,  whose 
terms  expire  on  the  thirty-first  day  of  December,  1907,  and  shall  be 
so  elected  in  two  classes  of  six  directors  each,  to  hold  office  respectively 
for  terms  of  one  and  two  years  beginning  the  first  day  of  January, 
1908;  and  twelve  of  such  directors  shall  be  elected  at  the  annual  elec- 
tion in  December,  1908,  to  succeed  the  twelve  directors  of  the  class 
in  office  on  the  first  day  of  July,  1906,  whose  terms  expire  on  the 
thirty-first  day  of  December,  1908,  and  shall  be  divided  into  two  classes 
of  six  directors  each,  to  hold  office  respectively  for  terms  of  two  and 
three  years  beginning  the  first  day  of  January,  1909.  At  every  annual 
election  of  the  company  after  1907  the  successors  to  the  directors  con- 
stituting the  one  of  said  four  classes  of  six  directors  each  whose  term 
expires  on  the  thirty-first  day  of  December  in  that  year  shall  be 
elected  by  the  stockholders  for  a term  of  four  years.  Vacancies  among 
the  directors  elected  by  the  stockholders  may  be  filled,  for  the  unex- 
pired portion  of  the  term  of  the  class  in  which  any  vacancy  may  exist, 
by  the  stockholders  at  the  next  ensuing  annual  election,  and,  until  so 
filled,  by  the  board  of  directors. 

In  case  the  number  of  the  directors  of  the  company  shall  hereafter 
be  reduced,  a majority  of  the  reduced  number  shall  at  all  times  be 
policyholders  elected  directly  by  the  policyholders  pursuant  to  the  pro- 
visions hereof. 

The  annual  election  of  directors  shall  be  held  on  the  first  Wednes- 
day in  the  month  of  December  (except  that  in  the  year  1906  it  shall 
be  held  on  the  third  Wednesday  in  said  month),  at  the  principal  office 
of  the  company,  in  the  city  of  New  York,  and  of  which  fourteen  days’ 


43s 


CHARTERS  OF  LIFE  INSURANCE  COMPANIES. 


previous  notice  shall  be  given  in  two  of  the  daily  papers  of  said  city, 
and  such  notice  shall  also  be  given  in  the  manner  provided  in  the 
Insurance  Law  of  the  State  of  New  York  with  respect  to  elections 
of  domestic  mutual  life  insurance  companies. 

In  the  election  of  directors  by  stockholders,  every  stockholder  in 
the  company  shall  be  entitled  to  one  vote  for  every  share  of  stock 
held  by  him,  and  such  vote  may  be  given  in  person  or  by  proxy. 

The  board  of  directors  shall  have  power  to  declare,  by  by-law,  what 
number  of  directors,  not  less  than  seven,  shall  constitute  a quorum 
for  the  transaction  of  business. 

Article  5.  After  each  annual  election,  the  board  of  directors  shall 
elect  annually  from  among  their  number  a president,  and  may,  at  their 
option,  also  elect  a vice-president.  The  board  of  directors  may  also 
appoint  at  any  time  a president  and  vice-president  to  act  temporarily, 
when  said  officers  are  absent,  interested  or  unable  to  act.  The  board 
shall  also  appoint  a secretary,  and  such  other  officers  as  they  may 
deem  requisite,  and  who  shall  hold  office  during  the  pleasure  of  the 
board  of  directors. 

The  directors  shall  have  power  to  enact  by-laws,  rules  and  regula- 
tions for  the  government  of  the  officers  and  agents,  and  for  the  man- 
agement of  the  affairs  of  the  company,  not  inconsistent  with  this 
charter,  or  with  the  constitution  and  laws  of  this  State;  and  such 
by-laws,  rules  and  regulations  may  be  amended  or  repealed  by  them 
at  pleasure. 

The  directors  may  determine  the  rates  of  premium,  and  the  amounts 
to  be  insured  on  any  one  life,  and  the  terms  of  such  insurances,  and 
shall  have  power  to  purchase,  for  the  benefit  of  the  company,  any 
policy  of  insurance,  dividends  or  other  obligations  issued  by  the  com- 
pany. 

Article  6.  The  insurance  business  of  the  company  shall  be  con- 
ducted upon  the  mutual  plan. 

In  witness  whereof,  The  Equitable  Life  Assurance  Society  of  the 
United  States  has,  by  a vote  of  a majority  of  its  directors  and  by 
authority  of  a vote  of  stockholders  representing  at  least  a majority 
of  the  capital  stock  at  a meeting  of  stockholders  called  for  the  purpose, 
caused  these  presents  to  be  subscribed  in  its  corporate  name,  and  its 
corporate  seal  to  be  hereunto  affixed  and  to  be  attested  by  its  president 
and  secretary  this  twentieth  day  of  June,  in  the  year  of  our  Lord  1906. 


EQUITABLE  LIFE  OF  UNITED  STATES. 


439 


EXTRACTS  FROM  THE  BY-LAWS. 

As  amended  January  30,  1908. 

Sec.  1.  Meetings  of  Directors. — Stated  meetings  of  the  board  of  directors, 
unless  otherwise  ordered  by  the  executive  committee,  shall  be  held  on  the 
third  Thursday  of  each  month.  The  meeting  falling  on  the  third  Thursday 
of  February,  which  shall  not  be  subject  to  change  by  the  executive  committee, 
shall  be  known  as  the  annual  meeting. 

Sec.  2.  Officers. — At  the  February  meeting  of  each  year  the  board  shall 
elect  a president  and  a vice-president,  and  shall  appoint  a secretary  (who 
shall  be  secretary  of  the  board),  an  actuary,  a comptroller,  and  a treasurer. 
These  officers  shall  hold  office  for  one  year,  or  until  their  successors  are 
duly  elected  or  appointed,  unless  previously  removed  or  suspended  by  the 
board. 

Vacancies  in  any  of  the  said  offices  may  be  filled  at  any  meeting  of  the 
board. 

Subject  to  confirmation  by  the  board,  the  president  may  appoint  a second 
vice-president,  a third  vice-president,  one  or  more  assistant  secretaries,  one 
or  more  assistant  treasurers,  one  or  more  deputy  comptrollers,  an  auditor, 
and  such  other  officers  as  may  be  deemed  expedient.  Any  officer  thus  appointed 
may  be  removed  or  suspended  by  the  president  in  his  discretion. 

Sec.  3.  Report  by  President. — At  the  February  meeting  the  president  shall 
submit  to  the  board  the  annual  statement  for  the  preceding  calendar  year. 
At  the  April,  July  and  October  meetings  he  shall  submit  a quarterly  report 
which  shall  show  the  business  and  condition  of  the  society  during  the  last 
preceding  quarter. 

Sec.  4.  Special  Meetings. — The  president  may  call  a special  meeting  of  the 
board  in  his  discretion,  and  shall  call  a special  meeting  whenever  five  of 
the  directors  shall  request  him,  in  writing,  to  do  so. 

No  business  shall  be  transacted  at  a special  meeting  except  that  referred 
to  in  the  call  for  said  meeting. 

Sec.  5.  Meetings;  How  Called. — Notice  shall  be  given  of  each  meeting 
of  the  board  by  mailing  or  telegraphing,  ten  days  in  advance  of  such  meet- 
ing, a notice  addressed  to  each  director  at  his  last  known  postoffice  address. 

Sec.  6.  Quorum. — Eighteen  directors  shall  constitute  a quorum  for  the 
transaction  of  business  at  each  stated  or  special  meeting;  but  any  meeting 
at  which  a quorum  shall  not  be  in  attendance  may  be  adjourned  to  a time 
stated  by  those  present. 

Sec.  7.  Vacancies  in  Board. — Any  vacancy  in  the  board  of  directors  may 
be  filled  until  tTie  next  ensuing  annual  election  by  a majority  vote  of  the 
directors  present  at  any  stated  meeting  subsequent  to  a stated  meeting  at 
which  the  candidate  to  fill  said  vacancy  has  been  nominated,  provided  at 
least  seventeen  affirmative  votes  shall  be  cast  for  such  candidate. 

Sec.  8.  President. — Subject  to  the  control  of  the  board  or  the  executive 
committee,  the  president  shall  have  plenary  power  over  all  the  departments 
and  officers  of  the  society. 


440 


CHARTERS  OF  LIFE  INSURANCE  COMPANIES. 


He  shall  present  a report  upon  the  affairs  of  the  society  at  every  stated  meet- 
ing of  the  board,  and  such  report  shall  be  placed  on  file  or  copied  on  the 
minutes. 

He  shall  be  ex-officio  a member  of  all  standing  committees. 

Sec.  9.  Vice-President. — The  vice-president  shall  assist  the  president,  and 
in  the  absence  of  the  president  shall  perform  his  duties. 

Acting  President. — The  board,  and  in  the  interim  until  they  are  convened 
the  executive  committee,  may  designate  an  officer  or  director  to  temporarily 
exercise  the  powers  and  duties  of  the  president  while  the  president  and  vice- 
president  are  both,  for  any  cause,  unable  to  act. 

Sec.  10.  Second  and  Third  Vice-Presidents. — Subject  to  the  approval  of  the 
executive  committee,  the  second  vice-president  and  the  third  vice-president 
shall  perform  such  duties  as  may  be  assigned  to  them  by  the  president. 

Sec.  11.  Secretary. — The  secretary  shall  perform  the  general  duties  apper- 
taining to  his  office,  and  such  other  duties  as  may  be  assigned  by  the  president. 

The  minutes  of  the  board  shall  be  kept  by  the  secretary,  who  shall  have 
charge  of  its  books  and  records,  the  reports  of  special  committees  and  the 
minute  books  of  standing  committees. 

Assistant  Secretary. — The  assistant  secretary  shall  perform  such  duties  as 
may  be  assigned  to  him,  and  in  the  absence  or  disability  of  the  secretary, 
shall  perform  his  duties  until  otherwise  ordered. 

Sec.  12.  Actuary. — The  actuary  shall  compute  premiums,  reserves,  dividends 
and  surrender  values,  and  shall  have  charge  of  the  mathematical  department 
of  the  society  and  all  special  work  in  connection  therewith ; shall  audit  the 
insurance  portion  of  the  quarterly  and  annual  statements;  collect  and  arrange 
data,  books,  documents,  tables  and  official  statements  upon  the  business  of  life 
insurance  and  annuities,  for  the  use  of  the  society;  and  furnish  such  other 
information  as  may  be  required  by  the  board,  its  committees,  or  the  president. 

Sec.  13.  Comptroller. — The  comptroller  shall  superintend  the  keeping  of 
the  assets  of  the  society,  subject  to  such  rules  as  the  board  or  the  executive 
committee  may  from  time  to  time  establish. . He  shall  manage  directly  the 
real  estate  and  mortgage  departments ; exercise  a general  supervision  over 
the  other  departments,  and  give  such  aid  to  the  president  as  the  latter  may 
require  in  the  management  of  the  society. 

It  shall  be  his  duty  to  see  that  all  obligations  of  the  society  have  been 
properly  incurred  and  thereupon  to  duly  approve  all  vouchers  for  payment. 

Deputy  Comptroller. — There  shall  be  a deputy  comptroller  who  shall  per- 
form such  duties  as  may  be  assigned  to  him  by  the  comptroller,  and  in  the 
absence  or  disability  of  the  latter  shall  exercise  the  powers  and  perform  the 
duties  of  the  comptroller. 

Sec.  14.  Treasurer. — The  treasurer  shall  be  custodian  of  all  moneys  of  the 
society,  and  shall  be  authorized  to  make  payments  on  vouchers  properly 
approved  by  the  comptroller.  The  forms  and  blanks  relating  to  receipts  and 
disbursements  shall  not  be  changed  without  the  approval  of  the  president 
or  comptroller.  Disbursements  for  dividends  on  the  capital  stock  of  the 
society,  when  due,  shall  be  made  by  the  treasurer.  He  shall  be  charged  with 
the  carrying  out  of  the  instructions  of  the  finance  committee  so  far  as  the 


EQUITABLE  LIFE  OF  UNITED  STATES. 


441 


purchase  and  sale  of  securities  is  concerned,  and  shall  accept  and  deliver  only- 
such  securities  as  have  been  authorized  by  the  finance  committee,  reporting 
at  each  meeting  of  said  committee  the  transactions  that  have  been  completed 
under  its  authority. 

Assistant  Treasurers. — The  assistant  treasurers  shall  perform  such  duties 
as  may  be  assigned  to  them.  In  the  absence  or  disability  of  the  treasurer, 
the  president  shall  designate  the  person  who  shall  act  as  treasurer  until 
otherwise  ordered. 

Sec.  15.  Auditor. — The  auditor  shall  have  immediate  charge  of  the  account- 
ing department  of  the  society  and  shall  keep  its  books  and  accounts,  excepting 
the  actuarial  accounting  records.  He  shall  audit  all  disbursements;  audit  the 
whole  of  the  income  of  the  society  in  such  a way  as  to  verify  the  fact  that 
it  has  been  properly  collected  and  brought  into  the  society’s  control ; properly 
verify  the  society’s  financial  statements  in  such  a manner  as  to  make  certain 
that  all  assets  are  correctly  stated  and  properly  valued  and  that  no  liabilities 
are  omitted;  have  charge  of  the  preparation  of  all  statements  of  the  society’s 
accounts  required  by  the  laws  of  the  various  states  and  foreign  governments, 
and  shall  perform  such  other  duties  in  connection  with  the  accounting  depart- 
ment of  the  society  as  may  be  required  by  the  president. 

Sec.  16.  Salaries. — The  salaries  of  all  officers,  and  of  all  those  who  are 
not  officers  but  whose  compensation  is  in  excess  of  $5,000  per  annum,  shall 
be  fixed  by  the  board.  All  other  salaries  shall  be  fixed  by  the  president. 

Sec.  17.  Execution  of  Instruments. — Any  two  of  the  following  officers, 
namely,  the  president,  vice-president,  second  vice-president,  third  vice-presi- 
dent, secretary,  comptroller  and  treasurer,  or  any  one  of  the  foregoing  officers 
with  an  assistant  secretary,  a deputy  comptroller  or  an  assistant  treasurer, 
shall  have  power  to  execute  transfers  of  stock,  powers  of  attorney,  contracts 
for  insurance,  annuity  contracts,  deeds,  leases,  releases  of  mortgages,  satis- 
faction pieces,  and  all  other  instruments  entitled  to  be  recorded  within  the 
state  of  New  York  or  within  any  other  jurisdiction,  receipts  for  the  payment 
of  the  principal  of  bonds  secured  by  mortgage,  and  all  other  contracts  and 
instruments  in  writing  necessary  for  the  society  in  the  management  of  its 
affairs,  and  shall  have  power  to  affix  the  seal  of  the  society  thereto. 

Checks  and  Drafts. — All  checks  and  drafts  shall  be  signed  by  the  treasurer 
or  assistant  treasurer  and  countersigned  by  the  comptroller  or  deputy  comp- 
troller. 

The  powers  conferred  by  this  by-law  shall  not  be  delegated  to  any  other 
officers  except  by  special  resolution  of  the  board  or  executive  committee. 

Investments. — All  investments  or  sales  of  securities  shall  be  made  in  the 
name  of  the  society. 

Sec.  18.  Surety  Bonds. — The  society  shall  secure,  from  a surety  company 
approved  by  the  finance  committee,  satisfactory  bonds  of  suretyship  covering 
the  faithful  discharge  of  the  duties  of  such  officers  and  employes,  and  for 
such  amounts,  as  the  said  committee  may  designate.  A list  of  the  bonds  thus 
secured  shall  be  submitted  to  the  executive  committee  for  approval.  Every 
bond  so  taken  shall  be  so  drawn  as  to  remain  in  force  until  a new  bond  is 
substituted. 


442 


CHARTERS  OF  LIFE  INSURANCE  COMPANIES. 


Sec.  19.  Standing  Committees. — There  shall  be  four  standing  committees 
of  the  board — namely:  (1)  an  executive  committee;  (2)  a finance  committee; 
(3)  a committee  on  agencies,  and  (4)  a committee  on  insurance. 

These  committees  shall  be  elected  at  the  annual  meeting  of  the  board  and 
shall  hold  office  for  one  year,  or  until  their  successors  are  elected. 

Vacancies  in  any  standing  committee  may  be  filled  at  any  meeting  of  the 
board. 

In  no  case  shall  officers  of  the  society  form  a majority  of  any  standing 
committee. 

The  president  shall  be  chairman  of  the  executive  and  finance  committees. 
The  chairman  of  each  of  the  other  standing  committees  shall  be  a member 
of  the  executive  committee. 

Monthly  reports  of  the  transactions  of  all  standing  committees  (other  than 
the  executive  committee)  shall  be  made  to  the  executive  committee,  and  the 
latter  committee  shall,  at  each  stated  meeting  of  the  board,  submit  a report 
of  its  transactions,  together  with  those  of  the  other  standing  committees,  and 
each  member  of  the  board  shall  be  furnished  with  a copy  of  the  same. 

Regular  minutes  of  the  proceedings  of  each  committee  shall  be  kept  in 
books  provided  for.  that  purpose. 

The  secretary,  or  an  assistant  secretary,  shall  be  secretary  of  each  standing 
committee. 

Sec.  20.  Executive  Committee. — The  executive  committee  shall  consist  of 
the  president,  the  vice-president,  and  thirteen  directors  not  officers  of  the 
society.  Seven  members  of  the  committee  shall  constitute  a quorum.  They 
shall  be  vested  with  the  powers  of  the  board  of  directors  during  the  intervals 
when  the  board  is  not  in  session. 

The  executive  committee  shall  have  power  to  change  the  day  for  any  stated 
meeting  of  the  board,  except  the  annual  meeting  in  February,  provided  always 
that  notice  of  meetings  of  the  board  shall  be  given  in  all  cases  as  required 
by  section  5 of  the  by-laws. 

Sec.  21.  Finance  Committee. — The  finance  committee  shall  consist  of  the 
president,  the  vice-president  (who  shall  have  no  vote  except  in  the  absence 
of  the  president)  and  four  directors  not  officers  of  the  society.  Three  mem- 
bers of  the  committee  shall  constitute  a quorum.  They  shall  have  special 
charge  of  the  investment  of  the  funds  of  the  society,  including  the  purchase 
and  sale  of  securities,  loans  on  collateral  and  investments  on  bond  and  mortgage. 

The  committee  shall  report  purchases,  loans,  and  other  investments  made 
by  them,  together  with  the  sales  of  investments,  to  the  executive  committee 
at  its  next  regular  meeting. 

The  funds  of  the  society  shall  be  deposited  in  the  name  of  the  society  in 
such  depositories  as  the  finance  committee  shall  designate. 

No  payment  shall  be  made,  or  liability  created,  in  excess  of  ten  thousand 
dollars,  except  upon  the  approval  of  the  finance  committee  or  the  board  of 
directors.  This  shall  not  apply  to  policies  of  insurance  or  annuities,  or  to 
the  making  of  payments  thereon ; or  to  the  payment  of  taxes  and  special 
assessments  on  real  estate,  premiums,  or  to  any  other  payment  required  by  law. 

In  the  event  of  the  protracted  absence  of  any  member  of  the  finance  com- 


EQUITABLE  LIFE  OF  UNITED  STATES. 


443 


mittee,  the  executive  committee  may  appoint  a substitute  to  serve  during 
such  absence. 

Sec.  22.  Committee  on  Agencies. — The  committee  on  agencies  shall  consist 
of  five  directors,  three  of  whom  shall  constitute  a quorum.  Subject  to  the 
approval  of  the  executive  committee,  they  shall  have  general  supervision 
of  the  agency  branch  of  the  business : the  rates  of  compensation  to  be  granted 
to  agents,  their  suspension  or  removal,  and  the  contracts  made  with  them  by 
the  officers. 

Sec.  23.  Committee  on  Insurance. — The  committee  on  insurance  shall  con- 
sist of  five  directors,  three  of  whom  shall  constitute  a quorum.  They  shall 
declare  forfeitures  of  policies  and  other  contracts  of  insurance  as  the  occa- 
sions for  so  doing  arise,  and  they  shall  have  power,  subject  to  the  approval 
of  the  executive  committee  to  prescribe  general  rules  to  govern  the  executive 
officers  in  the  payment  of  death  claims,  matured  policies,  annuities  and  sur- 
render values,  and  in  the  making  of  policy  loans,  and  to  prescribe  with  the 
advice  of  the  actuary,  the  forms  of  policies  to  be  used,  in  so  far  as  that 
power  remains  with  the  society.  They  shall  also  have  general  supervision 
of  such  other  matters  appertaining  to  the  insurance  branch  of  the  society’s 
business  as  the  executive  committee  may  refer  to  them. 

Sec.  24.  Medical  Department. — There  shall  be  a medical  department,  in 
charge  of  one  or  more  competent  physicians,  under  the  general  supervision 
of  the  president  and  the  committee  on  insurance. 

Sec.  25.  Limit  of  Risk. — If  a risk  in  excess  of  $200,000  be  taken  upon  a 
single  life,  the  excess  shall  promptly  be  re-insured  in  other  responsible  com- 
panies. 

Sec.  26.  Extra  Compensation. — No  director,  officer  or  employe  of  the  society 
shall  receive  any  money  or  valuable  thing  for  negotiating,  procuring,  recom- 
mending, or  aiding  in  any  purchase  or  sale  by  the  society  of  any  property 
or  any  loan  from  the  society,  nor  be  pecuniarily  interested  either  as  principal, 
co-principal,  agent  or  beneficiary,  in  any  such  purchase,  sale  or  loan,  provided 
that  nothing  herein  contained  shall  prevent  the  society  from  making  a loan 
upon  a policy  held  therein  by  the  borrower  not  in  excess  of  the  net  value 
thereof. 

This  by-law  shall  not  prevent  the  president  from  employing  any  director 
as  counsel  for  the  society,  or  for  any  other  special  service,  but  such  engagement 
shall  be  reported  to  the  executive  committee  at  its  next  meeting  for  approval. 

Sec.  27.  Overdue  Interest. — No  interest  shall  be  allowed  to  remain  due 
longer  than  thirty  days  on  any  bond  or  mortgage  to  the  society,  without  a 
foreclosure  or  suit  being  commenced,  unless  the  executive  committee  or  the 
president  authorize  a longer  delay. 

Sec.  28.  Transfers  of  Stock. — Transfers  of  shares  of  the  capital  stock  of 
the  society  shall  be  made  only  on  the  books  of  the  society  by  the  holder 
in  person,  or  by  attorney  duly  authorized  in  writing,  and  upon  the  surrender 
of  the  certificate,  or  certificates,  of  such  shares. 

Sec.  29.  Inspectors  of  Election. — The  board  shall,  at  its  stated  meeting 
in  October,  appoint  at  least  three  inspectors  who  shall  be  policyholders  in 
the  society,  to  serve  at  the  annual  election  of  directors. 


444 


CHARTERS  OF  LIFE  INSURANCE  COMPANIES. 


If  said  inspectors  shall  not  be  appointed  at  said  meeting,  or  if  said  meeting 
shall  not  be  held,  the  president  shall  call  a special  meeting  for  the  purpose 
aforesaid.  Said  special  meeting  shall  be  held  at  least  sixteen  days  previous 
to  the  holding  of  said  election. 

Sec.  30.  Public  Accountants. — The  assets  and  accounts  of  the  society  shall 
be  examined,  and  the  annual  statement  verified,  at  the  close  of  each  year, 
by  disinterested,  certified  or  chartered  public  accountants.  The  quarterly 
reports  of  the  president  to  the  board  shall  also  be  thus  verified. 

Sec.  31.  Amendments  to  By-Laws. — These  by-laws  shall  take  effect  on 
the  thirty-first  day  of  May,  1906.  They  may  be  amended  by  a two-thirds 
vote  of  the  directors  present  at  any  stated  meeting,  provided  the  proposed 
amendment  has  been  submitted  to  the  board  for  consideration  at  a previous 
stated  meeting,  and  notice  thereof  sent  to  the  directors  with  the  call  for 
said  meeting. 


EQUITABLE  LIFE  INSURANCE  COMPANY  OF  IOWA. 


Amendment  to  Charter  Adopted  January  8,  1907. 

Article  3.  The  authorized  capital  stock  of  this  company  shall  be 
one  million  dollars  ($1,000,000),  divided  into  forty  thousand  (40,000) 
shares  of  the  denomination  of  twenty-five  dollars  ($25)  each.  Four 
thousand  (4,000)  shares  of  said  stock  is  fully  paid  and  is  now  out- 
standing. The  remaining  thirty-six  thousand  (36,000)  shares  of  said 
stock  may  be  issued  at  such  times  and  in  such  amounts  as  the  board 
of  trustees  may  from  time  to  time  determine,  and  shall  be  paid  for  as 
required,  at  the  call  of  the  board  of  trustees. 

(In  May,  1907,  the  board  of  trustees  issued  eight  thousand  shares  of  stock 
in  addition  to  the  four  thousand  above  referred  to,  which  eight  thousand 
shares  were  fully  paid  for  in  cash  at  par ; and  there  are  now  outstanding 
twelve  thousand  shares  of  said  stock,  amounting  to  three  hundred  thousand 
dollars.  The  remaining  twenty-eight  thousand  shares  have  not  been  issued, 
nor  their  issuance  authorized  by  the  board  of  trustees.) 


EXTRACTS  FROM  THE  BY-LAWS. 

Page  68  to  be  corrected  to  read  as  follows : 

Article  i.  The  seal  of  the  company  shall  be  a circular  die  containing  the 
following  inscription,  to  wit : Seal  of  Equitable  Life  Insurance  Company,  of 
Iowa. 

Article  2.  Sec.  i. — The  regular  meeting  of  the  board  of  trustees  shall  be 
held  at  the  office  of  the  company  in  the  city  of  Des  Moines,  on  the  first  Tues- 


FEDERAL  LIFE. 


445 


day  after  the  first  Monday  in  January  of  each  year,  at  4 o’clock  p.  m.  Said 
meeting  shall  be  held  for  the  purpose  of  electing  officers  as  prescribed  in  the 
articles  of  incorporation,  including  a chairman  of  the  board  of  trustees,  and 
for  appointing  such  other  officers  as  may  be  deemed  necessary  and  convenient 
to  carry  on  the  business  of  the  company,  and  for  transacting  such  other 
business  as  may  be  required. 

Sec.  2.  Special  meetings  of  the  board  of  trustees  may  be  called  by  the 
president,  chairman  of  the  board  of  trustees,  or  vice-president  or  three  trustees. 

Article  5.  Sec.  i. — The  president,  chairman  of  the  board  of  trustees,  vice- 
president  and  secretary  shall  constitute  an  executive  committee,  whose  duty 
it  shall  be  under  the  direction  of  the  board  of  trustees  to  manage  the  business 
and  affairs  of  the  company. 


FEDERAL  LIFE  INSURANCE  COMPANY. 


Amendments  to  Charter. 

(See  Page  79.) 

Article  4.  The  corporate  powers  of  said  company  shall  be  vested 
in  a board  of  directors  and  shall  be  exercised  by  them,  and  by  such 
officers,  agents  and  employes  as  they  may  appoint  and  from  time  to 
time  empower.  The  board  of  directors  shall  consist  of  eighteen  (18) 
persons,  to  be  chosen  by  ballot  from  the  stockholders,  immediately 
upon  the  organization  of  said  company,  a majority  of  whom  shall  be 
citizens  of  the  State  of  Illinois,  and  each  of  whom  shall  be  the  owner 
of  at  least  one  ( 1 ) share  of  the  capital  stock  of  said  company,  but 
such  board  of  directors  may  be  increased  from  time  to  time  by  motion 
or  resolution  at  any  annual  or  special  meeting  of  the  stockholders  to 
a number  not  to  exceed  thirty-six  (36)  in  all,  and  such  increase  of 
the  number  of  the  board  of  directors  shall  only  be  effected  by  a two- 
thirds  (^3)  vote  of  all  the  stock  of  said  company  then  outstanding. 
The  board  of  directors  shall  immediately  after  the  completion  of  the 
organization  of  the  company  divide  itself  by  lot  into  three  (3)  equal 
classes.  The  term  of  the  first  class  shall  expire  at  the  end  of  one  ( 1 ) 
year  from  the  date  of  the  first  election  of  a board  of  directors,  after 
the  organization  of  the  company ; that  of  the  second  at  the  end  of 
two  (2)  years  from  that  time;  that  of  the  third  at  the  end  of  three 
(3)  years  from  that  time.  And  at  the  end  of  the  first  year  from  the 
time  of  the  organization  of  the  company  and  annually  thereafter,  one- 
third  (3/3)  of  the  board  of  directors  shall  be  elected  and  shall  hold 


446 


CHARTERS  OF  LIFE  INSURANCE  COMPANIES. 


office  for  three  (3)  years  and  until  their  successors  are  elected  and 
qualified ; but  any  director  shall  be  re-eligible.  And  the  board  of 
directors  shall  have  power  to  determine  and  provide  in  the  by-laws 
the  number  of  directors  that  shall  constitute  a quorum  for  the  trans- 
action of  business. 

Article  6.  The  officers  of  the  company  shall  consist  of  a presi- 
dent, vice-president,  second  vice-president,  third  vice-president,  fourth 
vice-president,  treasurer,  assistant  treasurer,  secretary,  assistant  secre- 
tary, actuary,  medical  directors,  counsel  and  assistant  counsel,  who 
shall  be  elected  on  the  organization  of  the  company  and  annually  there- 
after by  the  board  of  directors.  The  president,  vice-president  and 
secretary  shall  be  elected  from  the  membership  of  the  board  of 
directors  and  no  director  shall  be  entitled  to  any  emolument  as  such 
director  unless  by  a vote  of  the  stockholders. 

Article  7.  The  board  of  directors  shall  have  the  power  to  regu- 
late the  rate  and  amount  of  premiums  and  the  mode,  manner  and 
time  of  the  payment  of  same,  and  the  amounts  to  be  insured  on  any 
one  life,  and  the  terms  and  conditions  of  such  insurance,  and  shall 
have  power  to  purchase  for  the  benefit  of  the  company  any  policies 
of  insurance,  dividends  or  other  obligations  issued  by  the  company, 
and  shall  have  the  power  to  enact  by-laws,  rules  and  regulations  for 
the  government  of  the  officers  and  agents  of  the  company  and  the 
conduct  of  its  affairs  not  inconsistent  with  this  charter  or  the  con- 
stitution and  laws  of  this  State,  and  such  by-laws  may  be  amended, 
altered  or  repealed  by  a vote  of  not  less  than  a majority  of  directors. 
And  no  by-laws  shall  be  amended,  modified  or  repealed,  either  at  a 
regular  or  special  meeting  of  the  board  of  directors,  unless  at  least 
ten  (10)  days’  notice  shall  have  been  given  of  the  proposed  amend- 
ment to  the  by-laws,  which  notice  shall  be  deposited  in  the  postoffice 
at  the  city  of  Chicago  directed  to  the  person  for  whom  it  is  intended 
at  his  last  known  address  or  delivered  to  such  director  in  person. 

Article  16.  This  charter  may  be  amended  or  altered  by  a two- 
thirds  (Yz)  vote  of  the  entire  capital  stock  of  the  company  outstand- 
ing, at  any  annual  meeting  of  the  stockholders,  or  at  any  special  meet- 
ing called  for  the  purpose,  provided  at  least  thirty  (30)  days’  notice 
in  writing  of  said  meeting  or  of  any  proposed  amendment  or  altera- 
tion shall  have  been  given  each  stockholder  by  mail,  to  his  last  known 
address,  or  personally,  by  the  secretary,  and  such  notice  shall  contain 
a copy  of  such  proposed  amendment  or  alteration. 


FEDERAL  LIFE. 


447 


EXTRACTS  FROM  THE  BY-LAWS. 

Adopted  January  19,  1909. 

Sec.  1.  Officers. — The  officers  of  this  corporation  shall  be  a president, 
two  vice-presidents,  treasurer,  assistant  treasurer,  secretary,  assistant  secre- 
tary, actuary,  medical  director,  general  counsel,  and  assistant  general  counsel, 
who  shall  hold  their  offices  respectively  for  one  year  and  until  their  suc- 
cessors are  elected  and  qualified.  The  board  of  directors  by  resolution  may 
appoint  such  additional  officers  and  for  such  period,  not  exceeding  one  year, 
as  may  be  deemed  advisable. 

Sec.  2.  Election  of  Officers. — The  officers  of  the  company  shall  be  elected 
by  the  board  of  directors  at  the  first  meeting  thereof  and  annually  there- 
after ; provided,  the  president,  vice-president  and  secretary  shall  be  elected 
from  the  members  of  the  board  of  directors ; provided  a vice-president  may 
also  be  treasurer. 

Sec.  13.  Salaries. — The  salaries  and  compensation  of  the  officers,  agents 

and  employes  of  the  company  shall  be  fixed  by  the  board  of  directors, 
except  as  hereinafter  provided. 

• Sec.  14.  Bonds. — The  secretary  and  treasurer  shall  each  give  bond  to  the 
company  for  the  faithful  performance  of  their  respective  duties  and  for  the 
full  and  faithful  accounting  tor  all  the  properties,  moneys  and  funds  of  the 
company,  that  may  come  to  their  hands,  or  under  their  control,  respectively 
the  amount  of  such  bond  and  the  sureties  thereon  to  be  approved  by  the 

board  of  directors.  The  board  of  directors  shall  have  authority  to  require 

bonds  from  any  and  all  other  officers,  agents  and  employes  of  the  company 
and  to  require  the  increase  of  any  bond  at  any  time. 

Sec.  15.  Annual  Meetings. — The  annual  meetings  of  the  stockholders  shall 
be  held  in  the  city  of  Chicago,  Illinois,  on  the  third  Tuesday  in  January 

in  each  year  at  ten  o’clock  in  the  forenoon,  and  the  secretary  shall  give  at 

least  ten  (10)  days’  notice  to  each  stockholder  of  each  of  said  annual  meet- 
ings, either  personally  or  by  mail  to  their  last  known  address. 

For  sections  16-20  see  sections  17  to  21  on  pages  86  and  87. 

Sec.  21.  Executive  and  Finance  Committees. — The  board  of  directors  at 
each  annual  meeting  shall  elect  from  their  own  number  an  executive  com- 
mittee and  a finance  committee.  The  board  of  directors  or  the  executive 
committee  shall  have  power  to  order  at  any  time  an  examination  by  an 

expert  accountant  or  auditor  of  all  the  records  and  business  of  the  company 
covering  such  period  of  time  as  may  be  desired,  and  the  report  of  such 

accountant  or  auditor  shall  show  the  condition  of  the  business  of  the  com- 
pany at  the  close  of  the  period  for  which  such  audit  shall  have  been  made. 

Sec.  22.  Duties  of  the  Executive  Committee. — The  executive  committee  shall 
consist  of  five  members  of  the  board  of  directors,  of  which  committee,  the 
president  shall  be  a member.  Three  members  of  this  committee  shall  con- 
stitute a quorum  for  the  transaction  of  business.  The  executive  committee 
shall  have  the  power  and  authority,  when  the  board  of  directors  is  not  in 

session,  to  do  and  perform  such  ministerial  acts  and  duties  in  the  transaction 


44§ 


CHARTERS  OF  LIFE  INSURANCE  COMPANIES. 


of  the  business  of  the  company  as  the  board  of  directors  does  or  can  possess 
by  virtue  of  the  acts  of  incorporation,  or  any  other  acts  affecting  the  power 
and  authority  of  the  corporation  or  its  board  of  directors,  or  by  virtue  of 
these  by-laws,  or  any  laws  of  this  state.  The  executive  committee  shall  keep 
a record  of  all  its  transactions  which  shall  be  reported  to  the  board  of  direc- 
tors at  the  next  meeting  thereof. 

Sec.  23.  Duties  of  the  Finance  Committee. — The  finance  committee  shall 
consist  of  five  members  of  the  board  of  directors,  of  which  committee  the 
president  and  treasurer  shall  be  members.  Three  members  of  said  committee 
shall  constitute  a quorum  for  the  transaction  of  business.  The  finance  com- 
mittee shall  have  the  charge  of  investing  and  managing  the  company’s  assets, 
specify  what  loans  may  be  made  and  fix  the  terms  and  conditions  thereof 
or  the  modification  of  the  same ; shall  have  charge  of  the  purchasing  of  bonds 
or  other  securities  in  which  the  company  is  authorized  by  law  to  invest  its 
funds  as  they,  from  time  to  time,  deem  expedient,  and  such  other  and  further 
powers  as  the  board  of  directors  may  specially  delegate  to  said  committee. 
Said  committee  shall  keep  a record  of  all  its  transactions  and  report  the 
same  in  full  to  the  board  of  directors  at  the  next  meeting  thereof. 

Sec.  24.  Executive  and  Finance  Committees. — All  members  of  the  executive' 
committee  and  finance  committee  shall  hold  their  offices  for  one  year,  and 
until  their  successors  shall  have  been  elected  and  qualified. 

All  reports  required  by  these  by-laws  shall  be  in  writing  and  signed  by 
all  of  the  members  of  the  committee  agreeing  thereto,  or  by  the  officer 
making  the  same. 

Omit  old  section  25  on  page  88.  For  sections  25  and  26  see  sections  26  and 
27  on  page  88. 

Sec.  28.  Committee  on  Insurance  and  Agencies. — The  president,  general 
manager,  secretary  and  treasurer  shall  constitute  a committee  on  insurance 
and  agencies;  a majority  of  whom  shall  be  a quorum  for  the  transaction  of 
business;  said  committee  shall  have  general  supervision  and  direction  of  the 
agency  departments  of  the  company. 

No  policy  or  contract  of  insurance  or  reinsurance  shall  be  issued  or  made 
by  or  on  behalf  of  this  company  unless  the  same  shall  be  in  writing  and 
signed  by  the  president  and  secretary  of  the  company. 

For  sections  30  to  33  on  pages  88  and  89  substitute  the  following: 

Sec.  29.  Investments. — Investments  of  the  company’s  funds  may  be  made 
in  the  form  of  notes,  as  well  as  bonds  the  same  to  be  secured  by  mortgages 
on  unincumbered  real  estate  and  no  loan  shall  be  made  by  the  company  on 
security  of  country  real  estate  except  on  improved  farms,  and  then  not  to 
exceed  one-half  (J4)  the  value  of  the  property  offered  on  security,  exclusive 
of  buildings. 

Sec.  30.  Rules  re  Investments. — No  interest  or  matured  principal  shall  be 
allowed  to  remain  overdue  longer  than  six  (6)  months  on  any  note  or 
bond  and  mortgage  to  the  company  without  proceedings  to  collect  the  same 
being  directed  by  the  treasurer  unless  the  finance  committee  shall  authorize 
an  extension. 


FIDELITY  MUTUAL  LIFE. 


449 


Sec.  31.  Rules  re  Investments. — No  payment  of  the  principal  of  any  note 
or  bond  secured  by  mortgage  on  real  estate  shall  be  deemed  valid  or  binding 
upon  the  company  except  upon  the  joint  receipt  of  the  president  and  treasurer, 
or  either  of  them,  and  one  other  officer  of  the  company. 

Sec.  32.  Appraisal,  Fire  Insurance,  Options,  etc. — Before  any  loan  shall  be 
made  of  the  funds  of  the  company,  the  title  of  the  property,  to  be  mortgaged 
to  secure  the  same  shall  be  examined  and  approved  by  the  counsel ; the 
mortgage  and  note  or  notes  or  bonds  to  secure  the  payment  of  the  funds 
loaned  shall  be  duly  executed,  the  mortgage  recorded  and  the  abstract  of 
title  continued  so  as  to  show  merchantable  title  in  fee  in  the  party  making 
the  loan,  all  of  which  shall  be  approved  by  the  general  counsel. 

Policies  of  fire  insurance  with  loss  clause  in  favor  of  the  company  shall 
be  furnished  whenever  the  finance  committee  may  require.  Payment  of 
amounts  loaned  may  be  made  and  the  loans  closed  through  the  company’s 
accredited  agent  appointed  for  that  purpose  by  the  president  or  treasurer. 

All  opinions  of  the  general  counsel  in  relation  to  loans  shall  be  rendered 
in  writing  to  the  president  or  treasurer. 

Sections  33  and  34  are  the  same  as  34  and  35  on  page  89.  Omit  section 

36  on  page  89  and  make  sections  37  and  38  sections  35  and  36. 

Sec.  37.  Alterations  or  Amendments. — These  by-laws  may  be  amended  or 
altered  at  any  annual,  quarterly  or  special  meeting  of  the  board  of  directors 
by  a majority  vote  of  the  entire  membership  of  said  board,  provided  ten 
(10)  days’  notice  in  writing  of  such  proposed  amendment  or  alteration  shall 

have  been  given  each  member  of  said  board  by  mail  to  his  last  known 

address,  or  personally,  by  the  secretary  and  such  notice  shall  contain  a copy 
of  such  proposed  amendment  or  alteration. 


FIDELITY  MUTUAL  LIFE  INSURANCE  COMPANY. 


EXTRACTS  FROM  THE  BY-LAWS. 

For  article  2,  sections  4 and  5 on  page  91  substitute  the  following : 

Sec.  4. — The  board  of  directors  created  under  section  2 of  this  article 
shall  be  competent  to  exercise  all  the  powers  vested  in  it  by  law,  and  shall 
be  elected  annually  at  the  annual  meeting  of  the  members  which  shall  be 
held  on  the  second  Tuesday  of  January,  and  the  members  in  attendance  shall 
constitute  a quorum.  The  election  shall  be  held  at  the  principal  office  of 
the  company  at  such  hour  as  the  board  of  directors  at  their  December  meet- 
ing preceding  may  designate.  Members  may  vote  in  person,  by  proxy,  or 
attorney.  Each  member  shall  be  entitled  to  one  vote. 

Sec.  5. — Stated  meetings  of  the  directors  shall  be  held  at  the  office  of  the 
company  on  the  second  Tuesday  of  each  month,  and  special  meetings  may 
be  called  at  any  time  by  the  president,  by  giving  the  directors  notice  in  writing. 


45° 


CHARTERS  OF  LIFE  INSURANCE  COMPANIES. 


FRANKLIN  LIFE  INSURANCE  COMPANY. 

Articles  of  consolidation  by  and  between  The  Franklin  Life  Insur- 
ance Company,  a corporation  organized  and  existing  under  the  laws 
of  the  State  of  Illinois,  hereinafter  in  said  articles  referred  to  as  The 
Franklin,  and  the  La  Salle  Life  Insurance  Company,  a corporation 
organized  and  existing  under  the  laws  of  the  State  of  Illinois,  here- 
inafter referred  to  in  said  articles  as  La  Salle  witnesseth : 

First.  That  under  and  by  virtue  of  the  provisions  of  the  laws  of 
the  State  of  Illinois,  The  Franklin  Life  Insurance  Company,  of  Spring- 
field,  Illinois,  and  the  La  Salle  Life  Insurance  Company,  of  Chicago, 
Illinois,  are  by  these  articles  consolidated,  and  do  become  one  cor- 
poration under  the  corporate  name  and  style  of  The  Franklin  Life 
Insurance  Company. 

Second.  All  of  the  capital  stock,  business,  good  will,  money,  sur- 
plus funds,  property  (real,  personal  and  mixed),  franchises,  books, 
papers,  records,  accounts  receivable,  notes,  bonds,  mortgages  and  other 
securities,  and  any  and  all  other  assets,  including  contracts  and  choses 
in  action  and  the  rights  and  remedies  thereunder,  of  both  The  Franklin 
and  the  La  Salle,  parties  hereto,  are  hereby  consolidated  and  trans- 
ferred to  and  vested  in  said  consolidated  corporation,  The  Franklin 
Life  Insurance  Company,  and  said  consolidated  corporation  hereby 
assumes  all  of  the  outstanding  contracts,  policies,  debts,  obligations  and 
liabilities  of  whatever  kind,  character  or  description  of  both  The 
Franklin  and  the  La  Salle,  parties  hereto,  and  shall  and  will  become 
hereby  directly  bound  to  and  with  the  other  parties  to  the  said  con- 
tracts, policies,  obligations  and  liabilities  and  all  of  them  to  the  same 
extent  and  upon  the  same  terms  as  each  or  either  of  said  companies, 
parties  hereto,  is  now  held  and  bound. 

Third.  All  the  rights  and  interest  of  the  existing  policies  of  the 
constitutent  companies  in  the  existing  surplus  funds  of  such  companies 
and  in  the  surplus  funds  hereafter  accruing  on  account  of  such  policies, 
shall  be  preserved  inviolate  by  the  consolidated  corporation,  and  said 
consolidated  corporation  shall  from  time  to  time  make  apportionment 
and  distribution  from  such  surplus  funds  to  such  policies  as  the  same 
are  by  their  respective  terms  entitled ; and  said  consolidated  corpora- 
tion shall  keep  such  records  and  accounts  of  such  surplus  funds,  and 
the  apportionments  and  distribution  therefrom  as  may  be  necessary  to 
carry  out  this  provision. 


FRANKLIN  LIFE. 


451 


Fourth.  Immediately  upon  the  adoption  hereof  and  the  recording 
by  the  insurance  superintendent  for  Illinois  of  these  articles,  the  con- 
solidated corporation  shall  issue  its  certificate  of  capital  stock  in  the 
sum  of  one  hundred  thousand  dollars  (required  by  its  charter  to  be 
issued  at  once)  in  exchange  for  the  certificates  of  capital  stock  of  a 
like  amount  in  the  La  Salle,  and  shall  deliver  said  certificates,  share 
for  share,  to  the  respective  holders  of  said  La  Salle  stock  and  there- 
upon the  certificates  of  stock  of  the  said  La  Salle  shall  be  retired  and 
cancelled. 

Fifth.  The  following  shall  be  the  charter  of  the  consolidated  cor- 
poration, The  Franklin  Life  Insurance  Company,  and  the  same  is 
hereby  declared  to  be  adopted  by  the  constituent  companies  and  by 
the  said  consolidated  corporation  pursuant  to  the  provisions  of  the 
laws  of  the  State  of  Illinois. 


Charter. 

Article  i.  The  name  of  this  corporation  shall  be  The  Franklin 
Life  Insurance  Company. 

Article  2.  The  principal  office  of  the  corporation  shall  be  located 
at  Springfield,  in  the  county  of  Sangamon  and  State  of  Illinois. 

Article  3.  Sec.  i.  The  corporate  powers  of  this  corporation 
shall  be  vested  in  and  exercised  by  a Board  of  not  less  than  five  (5) 
nor  more  than  eleven  (11)  directors  (as  may  be  determined  by  the 
by-laws  of  the  company),  a majority  of  whom  shall  be  citizens  of  the 
State  of  Illinois  at  the  time  of  their  election,  and  by  such  officers, 
agents  and  employes  as  such  board  of  directors  may  from  time  to  time 
elect  or  appoint  and  empower. 

Sec.  2.  The  following  persons,  Edgar  S.  Scott,  J.  O.  Humphrey, 
George  B.  Stadden,  Henry  Abels,  John  H.  Sikes,  Henry  M.  Merriam, 
Horace  L.  Wiggins,  Edgar  S.  Barnes,  Will  Taylor,  George  B.  Abbott 
and  William  T.  Church  shall  constitute  the  board  of  directors  until 
the  first  annual  meeting  of  the  stockholders  in  1911,  and  until  their 
successors  are  elected.  At  said  meeting  and  at  each  annual  meeting  of 
the  stockholders  thereafter  the  stockholders  shall  elect  directors  for 
such  term  as  the  by-laws  may  provide.  The  time  of  the  annual  meet- 
ing of  the  stockholders  shall  be  fixed  by  the  by-laws. 

Sec.  3.  Immediately  upon  the  adoption  and  approval  of  this 
charter,  the  board  of  directors  shall  elect  officers  of  this  corporation 
who  shall  serve  until  their  successors  are  elected  in  accordance  with 
the  by-laws. 


452 


CHARTERS  OF  LIFE  INSURANCE  COMPANIES. 


Sec.  4.  Vacancies  in  the  board  of  directors  shall  be  filled  for  the 
unexpired  term  by  a majority  vote  of  the  remaining  members  of  the 
board. 

Article  4.  The  capital  stock  of  this  corporation  shall  be  one  hun- 
dred thousand  dollars,  divided  into  one  thousand  shares  of  the  par 
value  of  one  hundred  dollars  each,  of  which  one  thousand  shares  of 
the  par  value  of  one  hundred  dollars  each  shall  be  issued  at  once. 
Any  further  issue  of  stock  of  this  corporation  shall  be  made  upon  a 
two-thirds  vote  of  all  of  the  then  issued  stock  cast  in  favor  of  the 
proposition  at  any  stockholders’  meeting  held  in  accordance  with  the 
by-laws  of  this  corporation,  and  shall  be  issued  upon  such  terms  and 
conditions  as  may  be  in  the  same  manner  determined  by  the  stock- 
holders. Any  stockholder  shall  have  the  right  to  subscribe  for  such 
proportion  of  the  new  capital  stock  to  be  issued  as  the  stock  then 
owned  by  him,  as  shown  by  the  books  of  the  corporation,  shall  bear 
to  the  amount  of  the  stock  previously  issued  and  outstanding  at  the 
date  of  such  meeting. 

Dividends  on  all  capital  stock  shall  be  limited  to  a rate  not  exceed- 
ing five  per  cent,  per  annum  of  the  par  value  thereof ; and  all  surplus, 
after  such  dividends  shall  have  been  paid,  shall  be  used  for  policy- 
holders, or  apportioned  or  distributed  to  them  in  accordance  with 
the  terms  of  their  respective  policies. 

Article  5.  The  board  of  directors  shall  adopt  by-laws  for  the 
government  of  this  corporation  and  may  amend,  alter  or  repeal  the 
same  from  time  to  time  as  may  be  deemed  necessary  or  expedient. 

Article  6.  The  objects  and  purposes  of  this  corporation  are  to 
make  insurance  upon  the  lives  of  persons,  and  every  insurance  pertain- 
ing thereto,  or  connected  therewith,  and  to  grant  or  dispose  of  annui- 
ties, pursuant  to  the  provisions  of  the  laws  of  the  State  of  Illinois,  and 
to  issue  policies  therefor  upon  the  participating  or  non-participating 
plan,  or  both,  upon  such  terms  and  conditions  as  the  board  of  directors 
may  from  time  to  time  authorize. 

Article  7.  The  manner  of  conducting  this  corporation  shall  be 
upon  the  stock  plan  and  in  all  stockholders’  meetings  each  stockholder 
may  cast  one  vote  in  person  or  by  proxy  for  each  share  of  stock  owned 
by  him  on  all  matters  coming  before  any  such  meeting. 

Article  8.  The  charter  of  this  corporation  shall  be  perpetual. 

Sixth.  These  articles  and  the  charter  herein  set  forth  shall  become 
effective  from  and  after  the  date  of  the  recording  thereof  by  the  insur- 
ance superintendent  for  the  State  of  Illinois. 


HOME  LIFE. 


453 


Wherefore  in  witness  of  the  adoption  of  these  articles  of  consolidation 
and  of  the  foregoing  charter  by  more  than  two-thirds  of  all  the  votes 
cast  by  its  members  represented  at  a meeting  thereof  held  upon  this 
day,  The  Franklin  Life  Insurance  Company,  constituent  hereto,  has 
caused  these  presents  to  be  executed  by  its  president  and  secretary  in 
triplicate  and  has  caused  its  corporate  seal  to  be  affixed  hereto;  and 
the  La  Salle  Life  Insurance  Company  by  the  vote  representing  more 
than  two-thirds  of  all  the  stock  of  the  said  corporation  at  a meeting 
thereof  held  upon  the  twenty-sixth  day  of  July,  A.  D.  1910,  has  like- 
wise caused  these  presents  to  be  executed  by  its  president  and  secre- 
tary in  triplicate  and  its  corporate  seal  to  be  affixed  this  twenty-seventh 
day  of  July,  A.  D.  1910. 


GERMANIA  LIFE  INSURANCE  COMPANY 


EXTRACTS  FROM  THE  BY-LAWS. 

For  article  10  on  page  102  substitute  the  following: 

Article  10.  Reinsurance  Reserve. — Whenever,  as  provided  in  Article  13  of 
the  company’s  charter,  a general  statement  shall  be  made  and  a balance  struck 
of  the  affairs  of  the  company  for  the  purpose  of  ascertaining  the  amount  of 
surplus  or  net  profits,  in  calculating  the  company’s  reserve,  all  valuations  of 
outstanding  policies,  additions  thereto,  unpaid  dividends  and  all  other  obliga- 
tions shall  be  made  on  the  net  premium  basis  according  to  the  American 
Experience  Table  of  Mortality,  with  interest  at  the  rate  of  three  and  one-half 
per  centum  per  annum;  provided,  however,  that  in  accordance  with  section 
84  of  the  Insurance  Law  of  the  State  of  New  York  of  1906  as  amended  May 
7th,  1909,  the  company  may  value  its  policies  or  any  class  thereof  according 
to  the  American  Experience  Table  of  Mortality  at  a lower  rate  of  interest 
than  that  stated  above,  but  not  lower  than  three  per  centum  per  annum ; 
provided  further  that  the  standard  for  the  valuation  of  annuity  policies  issued 
since  January  1st,  1907,  shall  be  “ Emory  McClintock’s  Tables  of  Mortality 
Among  Annuitants,”  Males  and  Females,  with  interest  at  the  rate  of  three- 
and  one-half  per  centum  per  annum. 


HOME  LIFE  INSURANCE  COMPANY. 

Amendments  to  Charter. 

Article  2.  [Location.] — The  company  shall  be  located  and  the 
principal  office  for  the  transaction  of  its  business  shall  be  in  the  city 


454 


CHARTERS  OF  LIFE  INSURANCE  COMPANIES. 


of  Brooklyn,  or  in  any  city  of  the  State  of  New  York,  of  which  the 
city  of  Brooklyn  subsequently  to  the  incorporation  of  this  company 
is  a part. 

Article  4.  Sec.  i.  [Powers;  Hozv  Exercised .] — The  corporate 
powers  of  this  company  shall  be  vested  in  a board  of  directors,  and 
shall  be  exercised  by  such  board,  and  by  such  officers  and  agents  as 
they  may  appoint  and  empower.  The  board  of  directors  shall  consist 
of  not  less  than  thirteen  nor  more  than  twenty-three  persons,  a major- 
ity of  whom  shall  be  citizens  of  the  State  of  New  York,  and  each  of 
whom  shall  hold  at  least  ten  shares  of  the  capital  stock  of  the  company. 

Article  5.  Sec.  2.  [Notice  of  Election .] — Every  election  of 
directors  shall  be  held  at  the  office  of  the  company  in  the  city  of 
Brooklyn,  or  in  any  city  of  the  State  of  New  York  of  which  the  city 
of  Brooklyn  subsequently  to  the  incorporation  of  this  company  is  a 
part,  at  such  time  in  the  month  of  March  in  each  year  as  the  board 
shall  direct.  Notice  of  every  such  election  shall  be  published  for  two 
weeks  immediately  preceding  the  day  of  election  in  two  news- 
papers published  in  the  city  of  Brooklyn  or  in  any  city  of  the  State 

of  New  York,  of  which  the  city  of  Brooklyn  subsequent  to  the  incor- 
poration of  this  company  is  a part.  All  such  elections  shall  be  by  ballot 
and  a plurality  of  votes  shall  elect. 

EXTRACTS  FROM  THE  BY-LAWS. 

Substitute  the  following  for  corresponding  paragraphs  on  pages  116  and  117*. 

Article  i.  Sec.  1.  Annual  Election. — The  election  of  directors  of  this  com- 
pany shall  be  held  annually  on  the  first  Wednesday  of  March,  and  the  polls 
shall  be  open  for  such  a length  of  time  as  the  directors  may  appoint.  Notice 
thereof  shall  be  published  for  two  weeks,  next  preceding  the  day  of  election, 

in  two  daily  newspapers,  published  in  the  city  of  New  York. 

Article  2.  Sec.  i.  Meetings  of  the  Board. — The  directors  shall  hold  their 
regular  meetings  at  the  office  of  the  company  in  the  city  of  New  York,  on 
the  third  Monday  of  January,  April,  July  and  October.  Seven  members  shall 
constitute  a quorum  of  the  board  for  the  transaction  of  business. 

Article  3.  Sec.  i.  Officers,  etc. — The  board  shall  annually  elect  one  of 
its  members  to  be  president.  It  may  elect  one  or  more  of  its  members  to 
be  a vice-president.  It  shall  elect  a secretary,  who  may,  if  it  is  deemed 
expedient,  be  also  elected  a vice-president,  and  it  may  appoint  an  actuary, 
one  or  more  assistant  actuaries,  one  or  more  physicians,  a counsel,  one  or 
more  assistant  secretaries,  a cashier,  and  such  other  officers,  clerks  and 
servants  as  the  interests  of  the  company  may  require.  In  the  absence  of 
the  president,  a vice-president  may  perform  the  duties  of  the  president,  and 


JEFFERSON  STANDARD  LIFE. 


455 


in  case  of  the  absence  of  the  president  and  vice-presidents,  or  in  case  of 
their  inability  to  act,  the  board  may  appoint  from  its  members  a president  pro 
tempore.  In  the  event  of  the  death  or  disability  of  the  president,  the  vice- 
president,  oldest  in  point  of  service  as  such,  shall  act  as  president. 

Article  5.  Sec.  i.  Committees. — The  following  standing  committees  shall 
annually  be  elected  by  the  board,  and  shall  hold  office  for  one  year,  and  until 
the  election  of  their  successors,  viz : 

1.  An  executive  committee,  to  consist  of  the  president  and  seven  directors. 

2.  A finance  committee,  to  consist  of  the  president  and  four  directors. 

3.  An  auditing  committee,  to  consist  of  four  directors. 

4.  A building  committee,  to  consist  of  the  president  and  three  directors. 

A majority  of  any  committee,  except  the  executive  committee,  shall  con- 
stitute a quorum.  Four  members  of  the  executive  committee  shall  constitute 
a quorum  of  that  committee  for  the  transaction  of  business.  Regular  minutes 
shall  be  kept  of  the  proceedings  of  all  standing  and  special  committees,  which 
shall  be  submitted  to  the  board  at  each  stated  meeting,  or  at  any  other  time 
when  they  shall  direct. 

All  committee  business  shall  be  transacted  at  a meeting  called  for  the  purpose. 

Article  6.  Sec.  i.  Insurance. — The  net  risk  to  be  assumed  by  the  com- 
pany on  a single  life  shall  not  exceed  $25,000,  together  with  such  insurance 
as  may  be  added  thereto  from  the  application  of  dividends,  or  under  the  return 
premium  form  of  policy. 

By  “ net  risk  ” is  meant  the  total  sum  payable  by  the  company  less  the 
reserve  value  released,  and  less  any  amount  to  be  received  from  other  com- 
panies re-insuring  part  of  the  risk. 

Article  7.  Sec.  i.  Annual  Statement  and  Dividend. — A full  statement  of 
the  affairs  and  business  of  the  company  shall  be  made  at  the  January  meeting 
of  the  board  in  each  year. 

Sec.  2. — The  annual  division  of  the  surplus  profits  to  policyholders  shall  be 
declared  at  the  January  meeting  of  the  board. 


JEFFERSON  STANDARD  LIFE  INSURANCE  COMPANY. 


This  is  to  certify  that  we,  the  undersigned,  ten  in  number,  all  of 
whom  are  residents  of  the  State  of  North  Carolina,  do  hereby  asso- 
ciate ourselves  into  a corporation  under  and  by  virtue  of  the  laws  of 
the  State  of  North  Carolina  and  particularly  those  laws  contained  in 
the  revisal  of  1905,  chapter  100,  and  the  amendments  thereto,  and  to 
that  end  do  hereby  set  forth : 

1.  That  the  name  of  this  corporation  is  Jefferson  Standard  Life 
Insurance  Company. 


456 


CHARTERS  OF  LIFE  INSURANCE  COMPANIES. 


2.  The  location  of  the  principal  office  of  the  corporation  in  the 
State  of  North  Carolina  is  at  Raleigh ; but  it  may  have  such  other 
branch  offices  and  places  of  business,  both  out  of  the  State  of  North 
Carolina,  as  well  as  in  said  State,  as  to  its  board  of  directors  may 
seem  necessary  and  proper. 

3.  The  objects  for  which  this  corporation  are  formed  are  to  carry 
on  the  business  commonly  known  as  life,  accident,  and  health  insur- 
ance, as  a stock  corporation,  contract  for  the  payment  of  endowments 
or  annuities,  and  to  make  and  enter  into  such  other  contracts  as  may 
be  conditioned  on  the  continuance  or  cessation  of  human  life. 

The  said  corporation  shall  have  power  to  reinsure  any  risks  which 
it  may  have  taken  and  may  accept  reinsurance  upon  risks  taken  by 
other  insurance  companies. 

This  company  shall  have  no  power,  directly  or  indirectly,  to  make 
any  contribution,  in  money  or  otherwise,  to  any  person,  committee, 
organization  or  corporation  for  political  purposes. 

The  said  corporation  shall  have  power  to  do  all  and  everything 
necessary,  suitable,  convenient  or  proper  for  the  accomplishment  of 
any  of  the  purposes,  or  the  attainment  of  any  one  or  more  of  the 
objects  herein  enumerated,  or  incident  to,  the  powers  herein  named, 
or  which  shall  at  any  time  appear  conducive  or  expedient  for  the  pro- 
tection or  benefit  of  the  corporation,  either  as  holder  of,  or  interested 
in,  any  property  or  otherwise,  with  all  the  power  now  or  hereafter 
conferred  by  the  laws  of  North  Carolina  upon  like  corporation  under 
the  statutes  hereinbefore  referred  to. 

4.  The  authorized  capital  stock  is  $500,000  divided  into  10,000 
shares  of  the  par  value  of  $50  each ; but  the  corporation  may  organize 
when  $50,000  of  the  capital  stock,  composed  of  500  shares  and  a sur- 
plus composed  of  $50,000  shall  have  been  subscribed  for ; but  the  cor- 
poration shall  not  write  any  insurance  until  $250,000  of  the  capital 
stock  composed  of  5,000  shares  and  a surplus  of  $250,000  shall  have 
been  subscribed  and  paid  for  in  cash. 

5.  The  names  and  postoffice  addresses  of  the  subscribers  for  stock 

are  as  follows : * * * 

6.  The  period  of  existence  of  this  corporation  is  unlimited. 

7.  The  board  of  directors  shall  have  power  by  vote  of  a majority 
of  all  the  directors  to  make,  alter,  amend  and  rescind  the  by-laws  of 
the  corporation,  which  shall  remain  in  full  force  and  effect  until 
amended  or  rescinded  by  the  stockholders. 


LAMAR  LIFE. 


457 


8.  The  board  of  directors,  by  vote  of  a majority  of  all  the  directors, 
may  in  its  discretion  declare  out  of  net  earnings  voluntary  dividends 
upon  non-participating  policies  of  five  or  more  years  standing. 

In  witness  whereof  we  have  hereunto  set  our  hands  and  affixed  our 
seals  this,  the  22d  day  of  May,  1907. 


THE  LAMAR  LIFE  INSURANCE  COMPANY. 


Section  i.  Be  it  known  that  the  signers  and  subscribers  to  these 
articles  of  association  and  their  associates,  successors  and  assigns  are 
to  be  created  a body  corporate  under  the  name  of  “ The  Lamar  Mutual 
Life  Insurance  Company  of  Mississippi/’ 

Sec.  2.  The  domicile  of  said  corporation  to  be  in  the  city  of  Jack- 
son,  Hinds  county,  Mississippi. 

Sec.  3.  The  corporation  to  exist  and  to  have  succession  for  a 
period  of  fifty  years. 

Sec.  4.  The  capital  stock  of  said  corporation  to  be  fifty  thousand 
dollars  ($50,000),  divided  into  one  thousand  (1,000)  shares  of  the 
par  value  of  fifty  dollars  ($50)  each. 

Sec.  5.  Said  corporation  to  be  authorized  to  make  insurance  upon 
the  lives  of  individuals  and  every  insurance  appertaining  thereto  or 
connected  therewith,  and  to  grant,  purchase  or  dispose  of  annuities. 

Sec.  6.  The  said  corporation  to  be  authorized  to  exercise  all  of  the 
powers  and  enjoy  all  of  the  privileges  bestowed  upon  such  corpora- 
tions by  chapter  25  and  chapter  65,  Annotated  Code  of  Mississippi  of 
1892,  and  the  several  acts  amendatory  thereof ; and  to  do  and  per- 
form all  such  other  things  as  may  be  necessary  and  proper  to  carry 
into  effect  the  purpose  for  which  it  is  hereby  created,  not  inconsistent 
with  law. 

Sec.  7.  Said  corporation  to  have  a board  of  directors  of  not  less 
than  five  members,  to  be  chosen  by  the  stockholders  and  such  other 
officers  as  may  be  decided  upon. 

Sec.  8.  A meeting  with  power  to  organize  said  corporation  under 
this  charter  to  be  called  by  any  one  of  the  incorporators  named  herein, 
upon  giving  seven  days’  notice  of  the  time  and  place  thereof. 

We,  the  undersigned,  set  forth  our  intention  of  forming  a corpora- 
tion for  the  purpose  of  establishing  a life  insurance  business  on  the 
plan  outlined  above.  * * * 


45^  CHARTERS  OF  LIFE  INSURANCE  COMPANIES. 

Amendment  of  1909. 

Be  it  known,  that  the  charter  and  articles  of  association  of  The 
Lamar  Mutual  Life  Insurance  Company  are  amended  in  the  following 
particulars,  to- wit: 

Section  1 is  amended  to  read  as  follows : “ Be  it  known  that  the 

signers  and  subscribers  of  these  articles  of  association  and  their  asso- 
ciates, successors  and  assigns,  are  to  be  created  a body  corporate  under 
the  name  of  The  Lamar  Life  Insurance  Company,  of  Mississippi." 

Section  4 is  amended  to  read  as  follows : “ The  capital  stock  of 

the  corporation  to  be  two  hundred  thousand  dollars  ($200,000), 
divided  into  twenty  thousand  (20,000)  shares  of  the  par  value  of  ten 
dollars  ($10)  each,  but  the  said  corporation  may  begin  business  when 
fifty  thousand  dollars  ($50,000)  of  said  capital  stock  shall  have 
been  subscribed  for  and  paid  in  cash. 

Witness  our  signatures  this  18th  day  of  January,  1909.  * * * 


EXTRACTS  FROM  THE  BY-LAWS. 

Article  i.  Capital  Stock.  Sec.  i.  (a)  The  amount  of  capital  stock,  by 
the  act  of  incorporation  and  the  amendment  thereto,  is  authorized  to  be  two 
hundred  thousand  dollars  ($200,000.00),  divided  into  twenty  thousand  (20,000) 
shares  of  the  par  value  of  ten  dollars  ($10.00)  each,  to  be  evidenced  by  stock 
certificates  which  shall  be  transferable  only  on  the  books  of  the  company 
either  in  person  or  by  attorney ; but  no  transfer  of  stock  shall  be  binding 
until  the  old  certificate  be  surrendered  and  a new  one  issued  to  the  trans- 
feree and  recorded  in  the  books  of  the  company. 

(b)  In  case  of  loss  of  certificate  of  stock,  the  board  of  directors  is  hereby 
authorized  to  prescribe  such  rules  and  regulations  as  are  deemed  necessary 
to  protect  the  interests  of  the  company  in  issuing  certificates  of  stock  in  lieu 
of  certificates  alleged  to  be  lost  or  destroyed. 

Article  2.  Dividends.  Sec.  i.  To  Policyholders. — From  the  profits  arising 
from  the  participating  policies  in  force,  after  the  provisions  incorporated  in 
article  6 of  these  by-laws,  the  board  of  directors  shall  annually  in  the  month 
of  January  declare  a dividend  to  such  participating  policyholders,  according 
to  the  kind  and  class  of  each  policy,  or  place  to  the  credit  of  the  policy  its 
equitable  proportion  of  such  profits,  which  shall  be  payable  according  to  the 
terms  of  the  policy. 

Sec.  2.  How  May  be  Applied. — Dividends  falling  due  to  mutual  policyholders 
may  be  applied  by  the  assured  either  to  the  purchase  of  additions  to  the  policy ; 
or  toward  the  liquidation  of  any  loan  granted  to  the  policyholder ; or,  if  there 
be  no  loan,  toward  the  reduction  of  premiums  during  the  next  succeeding 
year,  or  left  in  trust  with  company. 

Sec.  3.  When  Accrue. — No  policy  not  in  force  shall  be  entitled  to  dividends, 
nor  shall  any  policy  be  entitled  to  dividends  until  there  shall  have  been  paid 


LAMAR  LIFE. 


459 


thereon  two  annual  premiums,  and  the  dividends  shall  become  due  and  payable 
upon  the  anniversary  of  the  policy  only  when  the  annual  premium  thereon, 
if  any,  shall  be  paid. 

Article  3.  Stockholders.  Sec.  i.  Meeting  of. — The  annual  meeting  of 
stockholders  shall  be  held  on  the  third  Monday  in  January  at  such  hour  as  the 
directors  may  fix.  At  this  meeting  the  stockholders  shall  choose  by  ballot 
a board  of  fifteen  (15)  directors,  in  manner  and  form  as  hereinafter  provided. 
An  affirmative  vote  of  a majority  of  the  stock  represented  at  the  meeting  at 
which  there  is  a quorum  shall  be  required  for  the  election  of  a director.  All 
vacancies  occurring  in  the  board  of  directors  during  the  interim  between 
election  of  directors  by  the  stockholders  shall  be  filled  by  the  remaining 
directors. 

Sec.  2.  Special  Meeting. — The  holders  of  one-fifth  of  the  capital  stock  may, 
at  any  time,  call  a special  meeting  of  the  stockholders  or  instruct  the  president 
to  do  so  for  them.  A reasonable  notice  of  such  meeting  must  be  given. 

Sec.  3.  How  May  Vote. — The  vote  on  all  questions  in  the  stockholders* 
meeting  shall  be  by  shares ; and  each  share  of  the  stock  shall  be  counted 
as  one  vote.  All  stock  must  be  voted  by  the  owners  of  it  in  person,  or 
by  a person  authorized  by  power  of  attorney  to  vote  such  stock ; and  an 
affirmative  vote  of  a majority  of  the  stock  present  will  be  required  to  transact 
any  business. 

Article  5.  Policies  and  Applications.  Sec.  i.  Policies  and  Insurance. — The 
company  may  issue  policies  of  insurance  upon  the  life  of  any  person  from 
the  age  of  one  year  to  sixty-five  inclusive,  but  for  no  greater  amount  than 
ten  thousand  dollars  ($10,000.00)  upon  the  life  of  one  person. 

Sec.  2.  Applications  for  Insurance. — No  policy  of  insurance  shall  be  issued 
until  there  has  been  filed  in  the  home  office  an  application  therefor,  signed  by 
the  person  making  the  application,  together  with  the  certificate  of  a reputable 
physician,  that  the  person  to  be  insured  is  in  sound  health ; and  no  policy 
shall  be  issued  upon  the  life  of  any  person  of  unsound  health. 

Article  6.  Directors.  Sec.  i.  Board  of  Directors. — The  board  of  directors 
shall  consist  of  fifteen  (15)  stockholders.  Each  stockholder  shall  own  in  his 
own  name  and  have  under  his  own  control  at  least  ten  (10)  shares  of  the 
capital  stock  of  the  company.  The  board  of  directors  shall  be  divided  into 
three  (3)  classes  of  five  (5)  each,  the  entire  board  to  be  elected  at  the  first 
regular  meeting  of  the  stockholders  in  1909’;  but  class  A for  one  year,  class 
B for  two  years,  and  class  C for  three  years ; but  upon  the  expiration  of  the 
term  of  any  class  of  directors,  their  successors  shall  be  elected  for  three  yeai  .. 
But  it  is  expressly  provided  that  five  (5)  members  of  the  above  named  board 
will  constitute  a quorum  for  transaction  of  business,  and  an  affirmative  vote 
of  a majority  of  all  directors  present,  if  there  are  five  or  more,  will  be  neces- 
sary for  the  passage  of  any  business. 

Sec.  2.  Meeting  of  Directors. — The  board  of  directors  shall  hold  regular 
monthly  meetings  on  the  second  Tuesday  of  each  month  for  the  transaction 
of  business,  and  such  other  meetings  as  the  president  may  call  or  upon  the 
call  of  four  directors  made  in  writing. 


460 


CHARTERS  OF  LIFE  INSURANCE  COMPANIES. 


Sec.  3.  Policies,  Rates,  etc. — The  board  shall  adopt  such  plans  of  insur- 
ance, forms  of  policies,  tariff  of  rates,  and  regulations  upon  the  subject  of 
insurance,  as  it  may  deem  proper. 

Sec.  4.  Disposition  of  Funds. — From  the  general  funds  of  the  company  the 
board  shall  make  the  following  provisions: 

First.  To  pay  the  necessary  expenses  of  conducting  the  business  of  the 
company,  and  all  approved  claims  resulting  from  death  and  matured  endow- 
ments. 

Second.  To  establish  and  perpetuate  a surplus  fund  in  such  a sum  as 
may,  in  the  judgment  of  the  board,  be  necessary  for  the  security  of  the 
company. 

Sec.  5.  Dividends  to  be  Afade  from  Profits. — After  providing  for  the  re- 
quirements of  the  first  and  second  paragraphs  of  section  4,  above,  and  setting 
aside  whatever  may  be  due  to  participating  policyholders  as  provided  in  article 
2,  from  the  remaining  profits  arising  from  the  business,  if  any,  the  board 
shall  annually  declare  for  the  stockholders  whatever  dividend  in  their  judg- 
ment may  be  advisable. 

Article  7.  Officers.  Sec.  i.  The  officers  of  the  company  shall  be  a presi- 
dent, a first  vice-president,  a second  vice-president,  a secretary,  an  assistant 
secretary,  who  may  also  be  auditor,  a treasurer,  an  actuary,  a chief  medical 
director,  and  a general  counsel,  all  of  whom  shall  be  elected  by  ballot  by 
the  board  of  directors,  at  the  first  meeting  of  said  board  after  the  election 
of  directors,  and  shall  hold  their  respective  offices  for  one  year  or  until 
their  successors  are  duly  elected  and  qualified.  There  shall  also  be  appointed 
by  the  board  such  other  employes  as  the  interests  of  the  company  may  require. 

Sec.  2.  Compensation  of  Officers. — The  officers  of  the  company  shall  be 
allowed  for  their  services  a fair  and  reasonable  compensation  which  shall  be 
fixed  by  the  board  of  directors. 

Article  8.  Bonds  of  Officers.  Sec.  i.  The  president  of  the  company  and 
the  treasurer  shall  each  give  bond  in  the  penal  sum  of  twenty  thousand 
($20,000.00)  dollars  in  some  good,  financially  responsible  indemnity  or  surety 
company,  at  the  expense  of  the  company ; and  the  secretary  and  assistant 

secretary  shall  give  bond  or  bonds  in  the  penal  sum  of  ten  thousand  dollars 
($10,000.00)  each,  in  some  good,  financially  responsible  indemnity  or  surety 
company,  at  the  expense  of  the  compan}r,  said  bond  or  bonds  guaranteeing  the 
faithful  performance  of  the  respective  duties  or  trusts  of  said  officers,  and  the 
amount  of  said  bond  or  bonds  may  be  increased  from  time  to  time  by 

order  of  the  board  of  directors. 

Sec.  2.  Bonds  to  be  Approved  by  General  Counsel. — These  bonds  shall  be 

submitted  to  the  general  counsel  of  the  company,  whose  approval  shall  be 

endorsed  thereon  in  writing.  Each  bond  shall  be  so  drawn  as  to  remain 
in  force  until  the  end  of  the  tenure  of  the  office  of  the  person  to  whom  it 
relates,  and  until  another  bond  or  bonds  be  substituted  and  approved  by  the 
board  and  general  counsel.  After  each  annual  election  of  officers,  their  bonds 
shall  be  submitted  anew  for  the  approval  of  the  general  counsel  and  the  board. 

Sec.  3.  Bonds  to  be  Deposited. — The  bonds  of  the  officers  shall  be  deposited 
for  safe  keeping  in  the  box  rented  by  the  company  as  hereinafter  provided  for. 


LAMAR  LIFE. 


46l 


Article  9.  Duties  of  President  and  Vice-Presidents.  Sec.  i.  Duties  of  the 
President. — The  president  shall  have  supervision  of  the  finances  and  invest- 
ments, and  the  general  oversight  of  the  business  of  the  company.  He  shall 
preside  at  all  meetings  of  the  board  of  directors,  and  shall  have  power  to 
convene  the  board  at  any  time  he  may  deem  it  expedient;  and  he  shall  be 
required  to  do  so  at  the  request  o'f  any  four  members  of  the  board  of  direc- 
tors, and  shall  attend  to  such  other  business  as  the  board  of  directors  may 
direct. 

Sec.  2.  Duties  of  Vice-Presidents. — The  vice-presidents  shall  act  in  the 
place  and  discharge  all  the  duties  of  the  president  in  his  absence. 

Article  15.  Securities;  Loans.  Sec.  i.  Securities  to  be  Deposited. — All 
securities  of  the  company  and  bonds  of  the  company  shall  be  deposited  for 
safe  keeping  in  a safety  deposit  box,  rented  for  that  purpose,  or  in  vaults 
of  the  state  treasury,  as  required  by  law,  and  the  key  to  said  box  shall 
be  in  the  possession  of  the  president ; but  the  said  box  shall  not  be  opened 
by  the  president  except  in  the  presence  of  the  treasurer  or  general  counsel. 

Sec.  2.  Conditional  Loans  to  Employes. — No  loan  shall  be  made  to  any 
officer,  director  or  employe  of  the  company  until  it  has  been  approved  by 
the  board  of  directors. 

Article  16.  Receipts;  Expenditures.  Sec.  i.  Receipts  and  Payments. — No 
assignments  or  payment  of  the  principal  of  a mortgage  note,  payable  to  the 

company,  shall  be  valid  except  upon  the  joint  endorsement  or  receipt  of  the 

president  and  the  treasurer;  and  a stipulation  to  this  effect  shall  be  incor- 
porated in  the  bond  as  a part  of  the  contract.  If  the  money  is  paid  at  the 

home  office,  the  receipts  shall  be  countersigned  by  the  auditor. 

Sec.  2.  Receipts  for  Moneys. — Receipts  for  moneys  paid  at  the  home  office 
shall  in  all  cases  be  signed  by  the  secretary  or  assistant  secretary  and  counter- 
signed by  the  president ; and  the  receipts  at  the  agencies  shall  be  signed  by 
the  president  and  secretary  or  assistant  secretary  and  countersigned  by  the 
agent. 

Sec.  3.  Signing  Checks  and  Drafts. — All  checks  and  drafts  for  the  payment 
of  money  shall  be  signed  by  the  president  and  the  secretary  or  assistant  secre- 
tary or  auditor  and  drawn  on  the  treasurer;  and  made  payable  to  the  order 
of  the  person  to  whom  the  same  is  due. 

Sec.  4.  Relating  to  Interest  Overdue. — No  interest  on  any  bond  or  mort- 
gage belonging  to  the  company  shall  be  allowed  to  remain  due  longer  than 
thirty  days  without  foreclosure  proceedings  being  directed  by  the  president, 
unless  the  board  of  directors  authorizes  a longer  delay. 

Article  17.  Amendments. — Sec.  i.  These  by-laws  may  be  amended  at  any 
regular  or  called  meeting  of  the  stockholders,  a majority  of  the  entire  stock 
voting  for  the  amendment. 


462 


CHARTERS  OF  LIFE  INSURANCE  COMPANIES. 


LIFE  INSURANCE  COMPANY  OF  VIRGINIA. 


EXTRACTS  FROM  THE  BY-LAWS. 

Adopted  May,  1902. 

1.  The  regular  meeting  of  the  board  of  directors  shall  be  held  on  the  last 
Wednesday  of  each  month.  A special  meeting  may  be  held  when  called  by 
the  president,  or  in  the  event  the  president  declines  to  call  a special  meeting 
upon  the  request  of  five  members  of  the  board,  then  such  special  meeting  may 
be  held  when  called  by  a notice  published  once  in  one  of  the  newspapers 
published  in  the  city  of  Richmond,  signed  by  any  five  members. 

2.  At  each  regular  meeting  of  the  directors,  the  standing  committees  shall 
report  their  action  for  the  month  preceding. 

3.  The  board  of  directors  of  this  company  shall  consist  of  seven  members. 

4.  All  the  countersigning  required  by  the  charter  shall  be  done  by  the 
secretary,  or  in  his  absence  by  some  person  to  be  designated  by  the  executive 
committee. 

5.  Until  otherwise  ordered,  the  class  of  policies  issued  by  the  company  shall 
be  endowment  policies,  life  policies  for  a whole  life,  and  term  policies.  The 
premiums  in  all  cases  to  be  paid  in  cash  annually,  semi-annually,  quarterly, 
bi-monthly  or  monthly. 

6.  No  policy  except  such  as  is  authorized  by  by-law  No.  11  and  except 
such  industrial  policies  as  the  executive  committee  may  determine  shall  be 
issued  to  any  person  until  such  person  shall  be  recommended  by  a medical 
examiner  of  the  company. 

9.  At  the  close  of  each  fiscal  year  the  accounts  and  assets  of  the  company 
shall  be  examined  by  a special  committee  of  three,  on  which  committee  any 
of  the  following  persons  shall  be  competent  to  serve,  Directors  of  the  com- 
pany who  are  not  members  of  the  finance  committee,  the  actuary,  the  auditor, 
stockholders  and  other  competent  persons  not  in  the  service  of  the  company. 

10.  At  any  meeting  of  stockholders  some  stockholder  other  than  the 
president  shall  be  selected  by  vote  of  the  body  to  preside  over  the  meeting, 
and  all  proceedings  of  the  body  shall  be  attested  for  record  by  his  signature. 
Such  meetings  shall  be  governed  by  the  rules  of  the  House  of  Delegates 
of  Virginia. 

11,  Pure  endowment  policies  without  medical  examination  of  applicants 
therefor  may  be  issued  to  any  amount,  with  premiums  payable  in  monthly 
installments  or  otherwise,  with  such  conditions  of  non-forfeiture  and  upon 
such  other  terms  and  conditions  as  the  executive  committee  or  board  of  di- 
rectors may  determine. 

12,  Resolved,  That  the  vice-presidents  provided  for  in  the  charter  of  this 
company  shall  be  designated  as  first  vice-president  and  second  vice-president, 
and  the  election  by  the  board  of  directors  shall  be  for  said  officers  respectively. 


MANHATTAN  LIFE. 


463 


MANHATTAN  LIFE  INSURANCE  COMPANY. 


EXTRACTS  FROM  THE  BY-LAWS. 

Adopted  April  12, _ 1910. 

Board  of  Directors. 

Section  i.  Stated  Meetings ; Special  Meetings. — Stated  meetings  of  the 
board  of  directors  shall  be  held  on  the  second  Tuesday  of  each  month. 
Special  meetings  may  be  called,  upon  reasonable  notice,  by  the  president  or 
in  his  absence  by  the  senior  vice-president  present;  or  by  the  secretary  upon 
the  written  request  of  either  the  standing  committees  or  of  any  three  directors. 
The  call  for  any  special  meeting  shall  indicate  the  business  to  be  transacted. 

Sec.  2.  Annual  Meeting;  Election  of  President  and  Standing  Committees. — 
The  first  meeting  of  the  board  of  directors  following  the  annual  election  shall 
be  the  annual  meeting  , at  which  time  there  shall  be  elected  by  ballot  a president 
and  members  of  the  standing  committees,  whose  term  of  office  shall  continue 
for  the  ensuing  year. 

Sec.  3.  Standing  Committees. — There  shall  be  four  standing  committees  of 
four  directors  each,  namely:  (1)  the  executive  committee,  (2)  the  committee 

on  policy  claims,  (3)  the  committee  on  agencies  and  insurance,  (4)  the  com- 
mittee of  audit.  The  president  shall  also  be  ex-officio  a member  of  all 
committees. 

Sec.  4.  Vacancy  in  Presidency  or  Standing  Committee.. — In  case  of  the  death 
or  resignation  of  the  president  or  of  any  member  of  a standing  committee,  the 
board  may  by  ballot  fill  the  vacancy  for  the  unexpired  term. 

Sec.  5.  Nominating  Committee. — At  the  stated  monthly  meeting  in  Sep- 
tember, a committee  of  five  directors  shall  be  elected  by  ballot,  who  shall 
recommend  to  the  board  suitable  persons  for  directors  to  be  nominated  by 
the  board  as  its  candidates  at  the  next  ensuing  annual  election. 

Sec.  6.  Examination  Committee. — At  the  stated  monthly  meeting  in  Decem- 
ber each  year,  an  examination  committee,  consisting  of  four  directors  (none 
of  whom  shall  be  at  the  time  members  of  the  executive  committee)  shall  be 
elected  by  ballot,  whose  duty  it  shall  be  to  examine  the  assets  and  liabilities 
of  the  company,  and  report  thereon  to  the  board.  The  examination  of  the 
corporate  bonds  and  stock  may  be  made  in  conjunction  with  the  executive 
committee. 

Sec.  7.  Appointment  of  Special  Committees. — All  other  committees,  except 
those  above  specified,  or  as  ordered  by  the  board  of  directors,  shall  be  appointed 
by  the  president. 

Sec.  8.  Presiding  Officer  at  Meetings. — The  president,  or,  in  his  absence,  the 
senior  vice-president  present,  or  in  their  absence  a director  elected  by  a majority 
of  a quorum  present,  shall  preside  at  every  meeting  of  the  board  of  directors. 

Officers  and  Their  Duties. 

Sec.  9,  Officers  of  Company. — The  officers  of  the  company  shall  be  a pres- 
ident, one  or  more  vice-presidents,  a secretary,  an  actuary,  and  such  assistant 


464 


CHARTERS  OF  LIFE  INSURANCE  COMPANIES. 


secretaries  and  assistant  actuaries  and  other  officers,  as  the  board  of  directors 
may  deem  necessary  from  time  to  time. 

Sec.  10.  Appointment  of  Officers. — The  officers  above  mentioned,  except  the 
president,  shall  be  appointed  annually  by  the  board  of  directors  at  the  annual 
meeting,  and  shall  hold  their  respective  offices  during  the  pleasure  of  the 
board. 

Sec.  1 7.  Meetings  of  Committees. — It  shall  be  the  duty  of  the  standing  com- 
mittees to  meet  monthly  or  oftener  if  necessary.  Each  committee  at  its 
first  meeting  after  election  or  appointment  shall  organize  by  electing  a chair- 
man, who  shall  cause  to  be  kept  in  writing  a true  record  of  the  proceedings  at 
each  meeting,  which  record  shall  be  signed  by  the  members,  and  read  at  the 
next  stated  meeting  of  the  board. 

Sec.  18.  Reports  of  Committees. — Each  standing  Committee  shall  report  to 
the  board  the  condition  of  the  department  to  which  its  duties  relate,  at  the 
stated  meeting  in  January,  and  as  often  as  may  be  deemed  proper,  and  make  any 
suggestions  deemed  suitable  for  the  improvement  of  the  affairs  and  conduct 
of  the  company.  Such  reports  shall  be  in  writing,  and  signed  by  the  members 
concurring  therein. 

Sec.  20.  Executive  Committee. — The  chairman  of  the  executive  committee, 
in  the  absence  or  inability  of  the  president,  shall  perform  all  the  duties  of 
the  president  relating  to  the  custody  and  control  of  the  securities  and  the 
property  of  the  company.  The  committee  shall  have  general  control  of  the 
investments  and  finances  of  the  company,  including  authority  to  direct  the 
purchase  and  sale  of  securities,  and  the  making  of  all  loans,  except  loans  on 
policies,  which  shall  be  made  by  the  officers.  The  committee  shall  quarterly, 
or  oftener,  examine  the  securities  and  cash  on  hand,  and  report  at  the  next 
stated  meeting  of  the  board.  The  committee,  when  called  upon,  shall  consult 
with  the  president  concerning  the  affairs  or  the  company. 

Sec.  21.  The  committee  on  policy  claims  shall  examine  the  proofs  and  papers 
relating  to  policy  claims,  made  upon  the  death  of  the  insured  and  all  payments 
and  compromises  of  policy  claims  shall  be  reported  to  the  committee. 

Sec.  22.  The  committee  on  agencies  and  insurance  shall  have  general  super- 
vision of  the  agency  affairs  of  the  company  and  all  appointments  and  changes 
in  the  agency  force  shall  be  reported  to  it.  The  committee  shall  determine 
the  rates  of  premiums  to  be  paid  for  regular  insurance  and  annuity  policies. 

Sec.  23.  The  committee  of  audit  shall  audit  the  account  of  all  cash  dis- 
bursements. 

Miscellaneous. 

Sec.  24.  Effecting  Insurance ; Payment  of  Claims. — The  president  or  either 
vice-president  shall  have  power  to  effect  insurance  on  applicants  who  have 
passed  a satisfactory  medical  examination,  to  issue  annuities  and  to  pay  or 
compromise  any  claims  made  by  reason  of  the  death  of  the  insured  or 
otherwise. 

Sec.  25.  Deposits  of  Money. — All  moneys  received  by  the  company  shall  be 
deposited  in  such  banks  or  trust  companies  as  may  be  designated  by  the  execu- 
tive committee.  Deposits  shall  be  made  daily,  to  the  credit  of  the  company, 
whenever  the  sum  on  hand  exceeds  five  thousand  dollars. 


MASSACHUSETTS  MUTUAL  LIFE. 


465 

Sec.  26.  Signing  of  Checks  and  Drafts.' — All  checks  or  drafts  on  the  banks 
or  trust  companies,  in  which  deposits  are  made,  shall  be  signed  by  the  president 
or  one  of  the  vice-presidents,  and  by  one  of  the  other  officers,  and  drawn  pay- 
able to  the  order  of  the  person  entitled  to  receive  the  money. 

Sec.  28.  Officer  or  Employee  Not  to  Borrow  Funds. — No  officer  or  employee 
of  the  company  shall,  directly  or  indirectly,  borrow  the  funds  of  the  company, 
or  in  any  manner  use  the  same  for  his  private  purpose. 

Sec.  29.  Compensation  of  Officers. — The  officers  shall  receive  such  compen- 
sation as  the  board  of  directors  may  determine. 

Sec.  30.  Fees  and  Commissions. — No  officer  or  employee  shall  receive  any 
emolument  in  the  shape  of  fees  or  commissions,  either  directly  or  indirectly, 
for  any  business  connected  with  the  company,  except  that  employees  may 
receive  commission  upon  insurance  or  annuities  issued  upon  applications  pro- 
cured by  them. 

Sec.  31.  Bonds  of  Officers  and  Employees. — Any  officer  or  employee  may  be 
individually  bonded  in  such  sum  as  the  executive  committee  may  from  time 
to  time  determine. 

Sec.  34.  Medical  Department. — The  board  shall  annually  appoint  a medical 
director,  and  when  deemed  necessary,  one  or  more  assistant  medical  directors, 
who  under  the  general  supervision  of  the  president  shall  have  charge  of  the 
medical  department  of  the  company. 

Sec.  35.  Counsel. — The  board  shall  annually  appoint  the  company’s  general 
counsel,  who  under  the  general  supervision  of  the  president  shall  have  charge 
of  all  suits  brought  by  or  against  the  company,  and  shall  furnish  the  company 
with  such  legal  advice  as  may  be  necessary. 

Sec.  36.  Investments. — All  investments  shall  be  made  in  the  name  of  “ The 
Manhattan  Life  Insurance  Company,”  except  such  as  may  be  otherwise  di- 
rected by  law  or  by  the  Government  or  insurance  departments. 

Whenever  a loan  is  made  secured  by  real  estate,  the  company  shall  require 
a bond  or  note  duly  executed,  a satisfactory  policy  or  policies  of  fire  insurance 
upon  any  buildings  thereon  and  a certificate  from  the  examining  counsel  ap- 
proving the  title,  where  there  is  no  title  insurance.  All  titles  shall  be  examined 
under  the  supervision  of  the  general  counsel  of  the  company. 


MASSACHUSETTS  MUTUAL  LIFE  INSURANCE  COMPANY. 


EXTRACTS  FROM  THE  BY-LAWS. 

Page  147  amend  to  read  as  follows : 

Sec.  5.  Board  of  Directors. — There  shall  be  a board  of  twenty  directors, 
elected  by  ballot,  all  of  whom  shall  be  members  of  the  company,  and  at 
least  two-thirds  of  them  shall  be  citizens  of  Massachusetts.  Five  directors 
shall  constitute  a quorum  for  the  transaction  of  business. 

Sec.  7.  Election  of  Officers. — At  the  regular  meeting  of  the  directors  in 
January  of  each  year,  they  shall  elect  by  ballot,  from  their  own  number,  a 
president,  a vice-president,  a second  vice-president  and  six  members  of  the 


466 


CHARTERS  OF  LIFE  INSURANCE  COMPANIES. 


finance  committee;  they  shall  also  elect  by  ballot  a secretary,  an  actuary 
and  one  or  more  medical  directors ; said  officers  and  the  members  of  said 
committee  shall  hold  office  until  the  election  of  their  successors.  * * * * 

At  said  regular  meeting  the  president  may  appoint,  subject  to  the  approval 
of  the  directors,  the  following  named  additional  officers : counsel,  assistant 
counsel,  superintendent  of  loans,  superintendent  of  agencies,  auditor  and  agency 
auditor;  also,  subject  to  such  approval,  the  following  committees:  agency  com- 
mittee, committee  on  death  claims,  auditing  committee. 

Sec.  13.  Finance  Committee. — The  finance  committee  shall  consist  of  seven 
directors  including  the  president,  ex-officio,  and  three  members  of  said  com- 
mittee shall  constitute  a quorum  for  the  transaction  of  business. 


METROPOLITAN  LIFE  INSURANCE  COMPANY. 


EXTRACTS  FROM  THE  BY-LAWS. 

Following  sections  as  given  on  page  155  have  been  amended : 

Sec.  1.  The  officers  of  this  company  shall  consist  of  a president,  vice- 
president  and  such  other  vice-presidents  as  the  board  of  directors  may  deter- 
mine to  be  numerically  designated  beginning  with  second  vice-president,  treas- 
urer, secretary,  one  or  more  assistant  secretaries  as  may  be  appointed  by  the 
board,  actuary,  comptroller,  medical  directors  and  such  assistant  medical 
directors  as  the  board  of  directors  may  appoint,  and  counsel  and  general 
solicitor,  and  general  attorney. 

Sec.  5.  The  board  of  directors  shall  hold  a meeting  on  the  fourth  Tues- 
day of  each  month,  to  hear  the  reports  of  officers  and  committees,  and  for 
the  transaction  of  general  business. 

Sec.  8.  At  the  quarterly  meeting  to  be  held  on  the  fourth  Tuesday  of 
April  in  each  and  every  year  there  shall  be  appointed  by  the  president,  with 
the  concurrence  of  the  board,  two  standing  committees,  and  which  shall  hold 
their  appointments  for  one  year,  to  wit : a finance  committee  consisting  of 
five  members  and  an  auditing  committee  of  three  members. 

Sec.  13  (old  sec.  14). — The  meetings  of  the  standing  committees  shall  be 
at  the  call  of  the  president ; in  his  absence,  of  the  vice-president ; in  the 
absence  of  both  the  president  and  vice-president,  at  the  call  of  the  treasurer ; 
or  at  any  time  at  the  call  of  any  member ; and  any  committee  may  prescribe 
stated  meetings  to  be  held  at  such  intervals  as  it  may  appoint. 

Sec.  23  (old  sec.  22). 

Sec.  24  (old  sec.  23). — All  checks  shall  be  signed  by  two  of  the  following: 
president,  vice-president,  the  other  vice-presidents,  treasurer,  secretary,  assist- 
ant secretary,  actuary,  comptroller,  medical  director  and  assistant  medical 
director,  manager  of  the  ordinary  department  and  manager  of  the  inter- 
mediate branch,  but  the  signature  of  the  president  may  be  printed  in  fac  simile 
upon  the  checks. 

Sec.  25  (old  sec.  24). 


MUTUAL  LIFE  OF  NEW  YORK. 


467 


Sec.  26:  All  policies  in  the  ordinary  department  (except  those  issued  out 

of  the  intermediate  branch)  and  annuity  bonds  shall  be  signed  by  two  of 
the  following  officers : president,  vice-president,  the  other  vice-presidents,  treas- 
urer, secretary,  assistant  secretaries,  actuary,  medical  directors  and  assistant 
medical  directors,  but  the  signature  of  the  president  may  be  printed  in  fac- 
simile upon  the  policies.  Policies  in  the  industrial  department  and  the  inter- 
mediate branch  of  the  ordinary  department  shall  not  be  signed,  but  shall 
have  printed  facsimile  signatures  of  the  president  and  secretary,  and  shall 
be  issued  under  the  rules  prescribed  by  the  officers. 

Secs.  27,  28  and  29  same  as  old  sections  26,  27  and  28. 


MICHIGAN  MUTUAL  LIFE  INSURANCE  COMPANY. 


EXTRACTS  FROM  THE  BY-LAWS. 

Sec.  16.  Funds;  How  Invested. — In  third  paragraph  strike  out  “No  appli- 
cation for  loans  on  real  estate  from  incorporated  companies  shall  be  enter- 
tained by  the  finance  committee.” 


MUTUAL  LIFE  INSURANCE  COMPANY  OF  NEW  YORK. 


EXTRACTS  FROM  THE  BY-LAWS. 

1.  The  meeting  of  the  policyholders  for  the  election  of  trustees,  shall  be 
held  at  the  office  of  the  company  in  the  city  of  New  York  at  10  a.  m.  on 
the  first  Monday  of  June. 

2.  On  the  third  business  day  following  the  date  upon  which  the  inspectors 
of  election  shall  certify  the  result  to  the  company,  the  meeting  of  the  trustees 
shall  be  held  for  the  election,  by  ballot,  of  a president  and  vice-president  who 
shall  hold  their  offices  until  others  are  elected  in  their  stead ; vacancies  in 
such  offices  shall  be  filled  by  the  trustees  for  the  unexpired  terms. 

3.  Any  vacancy  in  the  board  of  trustees  may  be  filled  at  any  meeting 
subsequent  to  the  one  at  which  the  nomination  is  made  of  a person  to  fill 
such  vacancy. 

4.  Monthly  meetings  of  the  trustees  shall  be  held  on  the  last  Wednesday 
in  each  month,  unless  the  board  shall  otherwise  direct.  If  such  Wednesday 
occurs  on  a legal  holiday,  the  meeting  shall  be  held  on  the  first  business 
day  following. 

5.  Special  meetings  shall  be  called  by  the  secretary,  by  direction  of  the 
president,  or  whenever  three  trustees  shall  request  him  in  writing  so  to  do, 
but  no  business  shall  be  taken  up  or  considered  at  a special  meeting  except 
that  referred  to  in  the  notice  of  meeting  unless  with  the  consent  of  a majority 
of  the  members  of  the  board. 


468 


CHARTERS  OF  LIFE  INSURANCE  COMPANIES. 


6.  All  meetings  shall  be  called  "by  giving  personally  or  by  mail  at  least 
two  days’  written  or  printed  notice  to  each  trustee. 

7.  Eleven  trustees  shall  constitute  a quorum  for  the  transaction  of  business, 
but  a less  number  may  adjourn  from  time  to  time  until  a quorum  is  present. 

8.  All  officers  are  subject  to  removal  by  a two-thirds  vote  of  the  trustees 
present  at  a meeting. 

9.  The  president,  or,  in  his  absence,  the  vice-president,  shall  preside  at 
all  meetings  of  the  board.  In  the  absence  of  the  president  and  vice-president, 
a president  pro  tempore  shall  be  elected  by  the  board. 

10.  There  shall  be  the  following  standing  committees  of  the  board,  whose 
members  shall  be  elected  by  ballot  at  the  meeting  of  the  trustees  referred 
to  in  paragraph  2 : 

Finance  committee.  , 

Real  estate  committee. 

Committee  on  insurance  and  agencies. 

Committee  on  mortuary  claims. 

Auditing  committee. 

In  the  election  of  each  committee  there  shall  be  at  least  one  trustee  who 
has  not  served  during  the  previous  term  on  that  committee. 

In  the  case  of  a vacancy  or  vacancies  occurring  in  the  membership  in 
any  committee,  the  same  may  be  filled  for  the  unexpired  term  by  the  remain- 
ing members  of  such  committee.  In  the  absence  or  incapacity  of  a trustee 
member  of  any  committee  the  president  may  designate  any  other  trustee  to 
fill  the  place  temporarily. 

11.  There  shall  also  be  a general  committee,  composed  of  one  trustee  from 
each  of  the  other  standing  committees  (who  shall  be  selected  by  the  members 
thereof  respectively)  and  the  president  and  vice-president. 

12.  The  president  shall  be  ex-officio  member  of  all  standing  committees 
and  may  preside  at  the  meetings  thereof,  except  the  auditing  committee,  the 
members  of  which  shall  choose  their  own  chairman. 

13.  The  trustees  may,  at  any  meeting,  elect  or  appoint  such  other  officers 
or  committees  whose  election  or  appointment  is  not  otherwise  provided  for, 
as  may  be  deemed  necessary,  and  may  define  their  duties. 

14.  The  president,  vice-president  or  a second  vice-president  are  hereby 
empowered  to  execute,  under  corporate  seal  properly  attested  by  a secretary, 
treasurer  or  assistant  treasurer,  documents  authorized  by  resolutions  of  the 
finance  committee,  real  estate  committee,  general  committee,  or  the  board. 

15.  The  president,  vice-president  and  second  vice-presidents,  or  either  of 
them,  are  empowered  to  execute  leases  of  the  company’s  property,  or  for 
property  for  company’s  use. 

18.  With  the  exception  of  the  president  and  vice-president,  no  officer  of 
the  company  shall  be  a member  of  the  board  of  trustees  or  as  ex-officio 
member  of  a committee  have  the  right  to  vote. 

19.  The  finance  committee  shall  consist  of  five  trustees,  the  president  and 
vice-president,  ex-officio. 

Three  members  shall  constitute  a quorum. 


MUTUAL  LIFE  OF  NEW  YORK. 


469 


All  investments  and  loans  of  the  company  (other  than  policy  loans,  real 
estate  loans  and  the  acquisition  of  property  through  foreclosure  sales)  and 
all  sales  of  securities  shall  be  made  under  the  direction  of,  and  according  to 
regulations  established  by,  this  committee. 

This  committee  shall  have  supervision,  of  the  securities  held  by  the  com- 
pany, and  select  or  approve  the  depositories  of  its  funds. 

20.  The  real  estate  committee  shall  consist  of  five  trustees,  the  president 
and  vice-president,  ex-officio. 

Three  members  shall  constitute  a quorum. 

This  committee  shall  determine  and  direct  what  loans  may  be  made  upon 
bond  and  mortgage,  fix  the  terms  and  conditions  thereof,  determine  all  appli- 
cations for  extensions  of  time  of  payment  or  other  modifications  of  the  terms 
and  conditions  of  outstanding  mortgage  loans ; they  shall  have  power  to 
declare  the  principal  of  notes,  bonds,  mortgages,  security  and  trust  deeds 
wholly  due  and  payable  for  default  in  the  payment  of  any  instalment  or 
principal  thereof,  or  interest  thereof,  or  for  any  breach  of  covenant  or  condi- 
tion therein  contained  in  accordance  with  the  provisions  thereof ; and  have 
general  authority  over  the  real  estate  and  real  estate  mortgages  of  the  com- 
pany with  power  to  sell  and  dispose  of  real  estate  other  than  office  buildings. 

21.  The  committee  on  insurance  and  agencies  shall  consist  of  five  trustees, 
the  president  and  vice-president,  ex-officio.  Three  trustee  members  shall 
constitute  a quorum. 

They  shall  determine  the  rates  of  premiums  and  the  principles  upon  which 
policies  and  other  obligations  pertaining  to  life,  trusts,  endowments,  or  an- 
nuities, may  be  issued  or  purchased  by  the  company,  the  maximum  risk  to 
be  taken  on  a single  life,  and  shall  have  general  jurisdiction  over  the  forms 
of  all  policies,  contracts,  applications  and  examinations. 

They  shall  have  supervision  of  all  questions  relating  to  the  distribution 
of  surplus. 

This  committee  shall  have  general  supervision  of  the  agency  departments 
of  the  company’s  business ; authorize  the  appointment  of  managing  agents 
and  agency  inspectors,  the  transfer  of  agencies,  prescribe  the  territory  in 
which  business  may  be  transacted,  determine  the  forms  of  all  contracts  with 
agents  engaged  in  the  acquisition  of  new  business,  fix  the  salaries  of  man- 
aging agents,  agency  instructors  and  supervisors,  the  rates  of  commission 
for  soliciting  agents,  and  any  other  allowances  relating  thereto,  also  the  rates 
of  pay  for  medical  referees  and  of  fees  for  medical  examinations. 

This  committee  shall  also,  by  appropriation  or  otherwise,  determine  or 
approve  the  amount  expended  for  rents,  agency  clerical  forces,  traveling  and 
other  expenses  incident  to  the  agency  work  or  the  acquisition  of  new  busi- 
ness, including  advertising  connected  therewith. 

This  committee  shall  regulate  the  amounts  to  be  advanced  to  contract  agents 
on  account  of  premium  commissions,  and  limit  the  aggregate  amount  to  be 
so  advanced. 

This  committee  shall  report  to  the  board  of  trustees  at  the  December 
meeting  in  each  year,  the  rules  and  methods  under  which  the  agents  are 
to  be  appointed  and  compensated. 


47© 


CHARTERS  OF  LIFE  INSURANCE  COMPANIES. 


22.  The  committee  on  mortuary  claims  shall  consist  of  four  trustees.,  the 
president  and  vice-president.  Two  members  shall  constitute  a quorum. 

The  committee  shall  pass  upon  all  claims  on  policies  which  the  officers 
of  the  company  find  disputable,  and  shall  direct  the  payment  of  same,  or 
their  rejection,  settlement,  or  compromise  upon  such  terms  as  may  be 
equitable  and  just. 

23.  The  auditing  committee,  consisting  of  four  trustees,  shall  have  super- 
vision of  rules  and  methods  established  by  the  accounting  department  for 
the  recording  and  auditing  of  all  receipts  and  disbursements  of  the  company 
and  the  authority  upon  which  they  are  entered  upon  the  general  books ; and, 
as  an  examining  committee,  shall  make,  annually  and  from  time  to  time, 
such  examinations  thereof  as  they  may  deem  necessary  through  public  account- 
ants or  otherwise. 

Two  trustee  members  shall  constitute  a quorum. 

24.  General  Committee. — This  committee  shall  consist  of  one  trustee  mem- 

ber each  from  the  finance  committee,  real  estate  committee,  committee  on 
insurance  and  agencies,  committee  on  mortuary  claims,  and  auditing  com- 
mittee, the  president,  and  the  vice-president,  ex-officio.  Three  trustee  members 
shall  constitute  a quorum.  * * * 

The  committee  shall  receive  quarterly  the  necessary  reports  showing  the 
business  transacted  and  the  income  and  expenses  of  the  company,  together 
with  proper  statements  of  comparisons. 

This  committee  shall  recommend  to  the  board  of  trustees  for  approval  the 
salaries  of  all  officers  elected  by  the  board ; they  shall  also  fix  the  compensa- 
tion of  all  officers  appointed  by  the  president  with  the  approval  of  the  board, 
and  may  provide  for  the  continuance  in  the  service  of  the  company  at  reduced 
compensation  of  officers  and  employees  attaining  the  age  of  sixty-five  years. 

25.  No  trustee  or  officer  of  this  company  shall  receive  any  money  or 
valuable  thing  for  negotiating,  procuring,  recommending  or  aiding  in  any 
purchase  by,  or  sale  to  this  company  of  any  property  or  any  loan  from  this 
company,  nor  be  pecuniarily  interested,  either  as  principal,  co-principal,  agent 
or  beneficiary,  in  any  such  purchase,  sale  or  loan. 

27.  These  by-laws  may  be  altered  at  any  meeting  of  the  board,  by  a vote 
of  two-thirds  of  the  trustees  present ; provided  notice  of  the  nature  of  the 
proposed  alterations  shall  be  given  at  a meeting  preceding  their  adoption. 


NATIONAL  LIFE  INSURANCE  COMPANY. 


EXTRACTS  FROM  THE  BY-LAWS. 

Page  200,  Section  6 of  Article  4 amended  to  read  as  follows : 

6.  The  committee  on  selection  shall  consist  of  the  medical  director,  assistant 
medical  directors,  two  elective  officers  of  the  company  and  one  other  member, 
not  necessarily  an  elective  officer,  to  whom  all  applications  for  insurance  shall 
be  submitted  for  examination. 


NEW  YORK  LIFE. 


471 


NATIONAL  LIFE  INSURANCE  COMPANY  OF  THE  UNITED 
STATES  OF  AMERICA. 


Charter. 

Page  201.  Section  7 amended  to  read  as  follows:  The  capital 

stock  of  this  company  shall  be  five  hundred  thousand  dollars  ($500,- 
000)  divided  into  five  thousand  (5,000)  shares,  each  share  of  the 
par  or  face  value  of  one  hundred  dollars  ($100). 


EXTRACTS  FROM  THE  BY-LAWS. 

Page  202,  Section  1,  amended  to  read,  “ There  shall  be  nine  directors  of  the 
company ; ” also  “ Five  directors  shall  constitute  a quorum.” 

Page  203,  Section  6,  amended  to  read,  “ There  shall  be  a finance  committee 
composed  of  three  members.” 


NEW  ENGLAND  MUTUAL  LIFE  INSURANCE  COMPANY. 


EXTRACTS  FROM  THE  BY-LAWS. 

Page  207  substitute  the  following: 

1.  The  annual  meeting  of  the  corporation  shall  be  held  at  the  home  office 
in  Boston,  on  the  fourth  Monday  of  January  in  every  year,  for  the  choice 
of  directors  and  other  business. 

2.  The  secretary  shall  be  clerk  of  the  corporation  and  shall  give  due  notice 
of  the  annual  meeting  according  to  law. 

Omit  Section  7,  making  Section  8 No.  7. 


NEW  YORK  LIFE  INSURANCE  COMPANY. 


EXTRACTS  FROM  THE  BY-LAWS. 

Adopted  July  13,  1910. 

1.  Charter  Powers  (See  p.  211). 

2.  Executive  Officers. — At  the  stated  meeting  of  the  board  of  trustees  in 
May  of  each  year,  in  addition  to  a president  required  by  the  charter  of  the 
company,  one  or  more  but  not  exceeding  three  vice-presidents,  one  or  more 
but  not  exceeding  three  second  vice-presidents,  one  or  more  but  not  exceeding 
two  secretaries,  and  a treasurer  shall  be  elected  by  ballot,  who  shall  hold  their 
offices  for  one  year  and  until  others  are  elected  in  their  stead. 


472 


CHARTERS  OF  LIFE  INSURANCE  COMPANIES. 


It  shall  be  the  duty  of  such  officers  to  attend  all  meetings  of  the  board  of 
trustees  when  possible,  but,  unless  a trustee,  no  officer  except  the  president 
shall  have  the  right  to  vote. 

3.  Stated  Meetings  of  Board. — There  shall  be  a stated  monthly  meeting  of 
the  board  of  trustees  held  at  the  home  office  of  the  company  on  the  second 
Wednesday  of  each  month.  Special  meetings  may  be  called  by  the  president, 
or  by  three  trustees,  or  in  the  absence  of  the  president,  by  any  one  of  the  vice- 
presidents,  in  the  order  of  their  election  at  the  last  annual  election.  All  stated 
or  special  meetings  shall  be  called  by  a written  or  printed  notice  to  each 
tiustee.  Nine  trustees  shall  constitute  a quorum  for  the  transaction  of  business. 
The  president,  or  in  his  absence,  a trustee  elected  by  a majority  of  the  quorum 
present,  shall  preside  at  every  meeting  of  the  board  of  trustees. 

4.  President,  General  Powers. — The  president  shall  have  a general  super- 
vision and  direction  of  the  business  of  the  company  and  shall  be  ex-officio  a 
member  of  all  committees.  He  shall  (a)  appoint,  subject  to  the  approval  of 
the  board  of  trustees,  one  or  more  actuaries,  one  or  more  comptrollers,  one 
or  moie  auditors,  one  or  more  general  counsel,  one  or  more  medical  directors, 
and  such  other  junior  officers,  superintendents  of  departments  and  divisions 
in  the  home  office  organization,  as  shall  be  provided  by  resolution  of  this 
board  from  time  to  time,  who  shall  hold  their  offices  for  one  year  and  until 
others  are  appointed  in  their  stead,  unless  sooner  removed  by  the  president, 
with  the  concurence  of  the  board  of  trustees. 

(b)  At  the  stated  meeting  in  the  month  of  May  in  each  year,  nominate 
subject  to  election  by  the  board  of  trustees,  the  standing  committees  provided 
for  in  by-law  17. 

(c)  With  the  consent  of  the  finance  committee,  transfer  securities,  satisfy 
mortgages  execute  deeds  and  other  documents,  and  whenever  necessary  for 
that  purpose,  affix  the  seal  of  the  company  to  any  proper  instrument  or 
instruments. 

5.  Salaries  Executive  Officers  (See  p.  212). 

6.  Vice-Presidents.. — The  vice-presidents,  in  the  order  of  their  election,  at 
the  last  annual  election,  during  the  absence  or  inability  of  the  president,  shall 
be  vested  with  all  the  powers  which  are  conferred  upon  the  president  by  these 
by-laws. 

The  vice-presidents  and  the  treasurer  shall  each  of  them  have  the  same 
power  as  the  president,  under  the  direction  of  the  finance  committee,  to  transfer 
securities,  satisfy  mortgages,  execute  deeds  and  other  documents,  and,  whenever 
necessary  for  such  purposes,  affix  the  seal  of  the  company  to  any  proper 
instrument  or  instruments. 

8.  Treasurer’s  General  Duties  (See  Section  8 on  page  212,  omitting  last 
three  lines). 

9.  Agency  Men  and  Agents’  Appointment. — The  presidents,  the  vice-presi- 
dents and  the  second  vice-presidents,  under  the  supervision  of  the  agency 
committee,  shall  appoint,  supervise,  and  fix  the  compensation  of  the  agents, 
agency  directors,  inspectors  of  agencies,  and  all  employees  engaged  chiefly  in 
the  acquisition  of  new  business. 

14.  Medical  Directors’  Powers  and  Duties. — The  medical  directors,  in  the 
fields  assigned  to  them  by  the  president,  may,  with  the  approval  of  the  office 


NEW  YORK  LIFE. 


473 


committee,  appoint  or  remove  one  or  more  assistant  medical  directors,  and 
also  in  the  same  way  name  or  remove  one  or  more  physicians,  who  shall 
have  authority  to  advise  the  acceptance  or  rejection  of  risks.  These  appointees 
shall  perform  such  other  duties  as  the  president,  the  office  committee  or  the 
medical  directors  may  from  time  to  time  direct. 

Every  application  for  insurance,  under  the  supervision  of  the  medical  di- 
rectors, assistant  medical  directors  or  medical  appointees  provided  for  in  this 
by-law  shall  be  rated  in  accordance  with  its  longevity  value,  and,  under  regu- 
lations prescribed  by  the  office  committee,  a corresponding  risk  may  be 
assumed.  No  risk  shall  be  otherwise  taken  on  any  life  except  on  the  advice  of 
the  medical  directors,  assistant  medical  directors  or  medical  appointees,  or  by 
special  direction  of  the  board  of  trustees. 

15,  Kinds  of  Business  Authorized  (See  Section  16  on  pages  212  and  213). 

1 7.  Standing  Committees. — The  standing  committees  shall  be  as  follows : 

(a)  A finance  committee,  to  consist  of  the  treasurer  and  seven  trustees; 
but  the  treasurer,  unless  a trustee,  shall  not  have  the  right  to  vote. 

(b)  An  executive  committee,  to  consist  of  a vice-president  and  seven  trustees. 

(c)  An  agency  committee,  to  consist  of  a vice-president  and  seven  trustees. 

(d)  A loss  committee  as  follows : four  trustees,  one  of  whom  shall  be 
chairman,  a secretary,  a general  counsel,  and  the  superintendent  of  the  division 
of  policy  claims. 

(e)  An  auditing  committee  as  follows:  three  trustees,  one  of  whom  shall 
be  chairman,  a secretary,  a comptroller,  a general  counsel,  and  an  auditor. 

(f)  An  office  committee  as  follows:  three  trustees  and  the  officers  pro- 
vided in  by-law  2. 

Each  standing  committee  shall  elect  its  own  chairman,  and  four  members, 
of  whom  the  president,  may  be  one,  shall  constitute  a quorum. 

18.  Duties  of  Finance  Committee. — It  shall  be  the  duty  of  the  finance  com- 
mittee to  have  supervision  of  the  funds  of  the  company;  to  direct  the  making 
and  changing  of  investments  subject  to  specific  authority  otherwise  conferred 
by  the  board;  provided,  however,  that  no  purchase  or  sale  shall  be  made 
without  the  consent  of  all  the  members  of  the  committee  present.  (See  also 
second  paragraph  of  Section  19  on  page  213.) 

19.  Duties  of  the  executive  committee  (See  Section  20  on  pages  213  and  214). 

20.  Duties  of  Agency  Committee  (See  Section  21  on  page  214). 

21.  Duties  of  Loss  Committee. — It  shall  be  the  duty  of  the  loss  committee 
to  supervise  and  govern  the  payment  of  death-claims.  The  committee  shall 
report  to  the  board  of  trustees,  for  approval,  the  rules  and  methods  under  which 
such  claims  are  paid,  both  in  the  home  office  and  in  the  offices  of  issue,  and  such 
other  information  as  the  board  of  trustees  may  desire. 

22.  Duties  of  Auditing  Committee  (See  Section  23  on  page  214). 

23.  Duties  of  Office  Committee  (See  Section  24  on  page  214). 

24.  General  Duties  of  Standing  Committees. — It  shall  be  the  duties  of  the 
standing  committees  to  convene  on  the  call  of  the  president,  or,  in  his  absence, 
on  the  call  of  one  of  the  vice-presidents.  They  shall  hold  regular  meetings 
at  such  periods  as  may  be  necessary,  but  not  less  than  once  a month,  for  the 
transaction  of  the  business  herein  assigned  them. 


474 


CHARTERS  OF  LIFE  INSURANCE  COMPANIES. 


Whenever  a vacancy  occurs  in  any  standing  committee  the  president  shall 
fill  such  vacancy  by  appointment,  in  accordance  with  the  provisions  of  by- 
law 17,  and  shall  report  such  action  to  the  next  stated  meeting  of  the  board 
for  approval. 

The  standing  committees  shall  make  a report  at  each  stated  meeting  of 
the  board.  These  reports  shall  be  signed  by  the  members  of  the  committtee 
who  concur  therein.  Reports  shall  include  a resume  of  the  work  of  the  pre- 
vious calendar  month,  and  such  other  information  as  the  board  may,  from 
time  to  time,  desire. 

No  expenditure  shall  be  contracted  for  or  made  except  by  authority  of  the 
board  or  by  authority  of  the  finance,  the  agency,  the  office  or  the  executive  com- 
mittee, as  provided  in  these  by-laws. 

Any  change  desired  by  any  committee  in  the  program  presented  at  the  stated 
meeting  in  January  of  each  year,  or  at  any  stated  meeting,  must  be  submitted 
to  the  board  for  its  approval. 

The  minutes  of  the  meetings  of  all  standing  committees  shall  be  carefully 
kept  and  submitted  to  the  board  when  called  for. 

25.  Offices  of  Issue  Outside  Home  Office. — Whenever  in  the  judgment  of 
the  officers  named  in  by-law  2,  the  interests  of  the  company’s  business  require 
it,  offices  may  be  established  at  convenient  points  throughout  the  world,  where 
the  contracts  provided  in  by-law  15,  shall  be  made  and  the  business  of  the 
company  in  the  territory  under  the  jurisdiction  of  each  such  office  shall  be 
carried  on,  under  such  regulations  as  may  be  established  from  time  to  time 
by  the  office  committee. 

26.  Investments  in  Company’s  Name  Only  (See  section  27  on  page  215). 

27.  Deposit  of  Moneys;  By  Whom  Drawn  (See  section  28  on  page  215). 

28.  Officers  and  Trustees  Cannot  Use  Company’s  Funds  (See  section  29  on 
page  215). 

29.  Vacancies  in  Board;  How  Filled  (See  section  30  on  page  215). 

31.  Investments  Authorized. — The  funds  of  this  company  shall  be  invested 
and  kept  invested  in  the  following  interest-  or  income-bearing  securities  among 
those  permitted  by  the  provisions  of  the  insurance  laws  of  the  State  of  New 
York,  viz.:  in  bonds  of  the  United  States  or  of  the  State  of  New  York; 

in  bonds  of  any  county  or  incorporated  city  in  the  State  of  New  York; 

in  bonds  and  mortgages  on  improved  and  unencumbered  real  property 
in  the  State  of  New  York,  worth  fifty  per  centum  more  than  the  amount 
loaned  thereon ; in  bonds  of  any  solvent  institution  incorporated  under  the 
laws  of  the  United  States  or  any  State  thereof ; in  bonds  issued  by  any  city, 
county,  town,  village  or  school  district  of  the  State  of  New  York;  in  bonds 
of  any  of  the  States  of  the  United  States. 

They  may  also  be  invested  on  the  pledge  of  any  of  the  above  securities. 

The  company  may  furthermore  invest  the  funds  required  to  meet  its  obli- 
gations incurred  in  other  States  of  the  United  States  or  foreign  countries  and 
in  conformity  with  the  laws  thereof,  in  the  same  kind  of  securities  in  such  other 
States  or  foreign  countries  as  are  provided  in  the  laws  of  the  State  of 
New  York.  The  company  may  also  loan  on  the  pledge  of  its  own  policies  of 
insurance  a sum  not  to  exceed  the  reserve  which  it  then  holds  on  any  such 
policy. 


OREGON  LIFE. 


475 


Investments  Prohibited. — But  this  company  shall  not  purchase  or  grant  any 
mortgage  loans  on  unimproved  property  or  on  farms,  churches,  breweries, 
factories,  or  mining  enterprises  of  any  description  whatsoever  Neither  shall  this 
company  make  any  loan  on  or  investments  in  what  are  commonly  known  as 
industrial  enterprises,  nor  shall  this  company  invest  in  or  loan  on  stocks. 
Pursuant  to  the  law  of  the  State  of  New  York,  the  company  shall  not  acquire 
by  purchase  or  otherwise,  any  real  estate  except  for  the  accommodation  of  its 
business  or  in  satisfaction  of  debts  due  the  company. 

Omit  section  33  on  page  216,  change  34  and  35  to  32  and  33. 


OREGON  LIFE  INSURANCE  COMPANY. 


Know  all  men  by  these  presents : That  we,  Johan  Poulsen,  L. 

Samuel  and  O.  F.  Paxton,  of  the  State  of  Oregon,  being  desirous  of 
incorporating  and  creating  a corporation  for  the  purpose  of  engaging 
in  the  enterprise,  business,  pursuit  and  occupation  hereinafter  specified, 
do  hereby  associate  and  incorporate  ourselves  together  and  form  a 
corporation  under  the  laws  of  the  State  of  Oregon  relating  to  private 
corporations,  and  do  make,  subscribe,  execute  and  acknowledge  in 
triplicate  these  the  articles  of  incorporation  thereof. 

Article  i.  The  name  assumed  by  this  corporation  and  by  which 
it  shall  be  known  is  Oregon  Life  Insurance  Company. 

Article  2.  The  duration  of  this  corporation  is  and  shall  be  un- 
limited. 

Article  3.  The  enterprise,  business,  pursuit  and  occupation  in 
which  this  corporation  proposes  to  engage  is  to  make  insurance  upon 
the  lives  and  health  of  individuals  and  against  accidents  and  every 
insurance  appertaining  thereto  or  connected  therewith,  and  to  grant, 
sell,  purchase  and  dispose  of  and  make  contracts  for  and  relating  to 
annuities  and  endowments.  To  that  end  this  corporation  shall  have 
power  to  make  and  issue  and  perform  and  enforce  policies  and  con- 
tracts of  insurance  upon  the  lives  of  individuals  and  upon  their  health 
and  against  accidents,  or  any  thereof,  and  policies  and  contracts  grant- 
ing, selling,  providing  for,  purchasing  and  relating  to  annuities  and 
endowments,  or  either  thereof,  of  such  forms,  tenor  and  effect  and  of 
such  kinds  and  classes  and  upon  such  premiums,  payments,  terms  and 
conditions  as  may  be  from  time  to  time  provided  by  the  by-laws  of 
this  corporation  or  authorized  by  its  board  of  directors ; and  to  acquire, 
own,  improve,  hold,  use  and  enjoy,  and  sell,  lease,  rent  dispose  of  and 
convey  real  and  personal  property  for  the  purposes  in  the  manner 


476  CHARTERS  OF  LIFE  INSURANCE  COMPANIES. 

and  to  the  extent  which  the  laws  of  the  State  of  Oregon  authorize 
life  insurance  companies  so  to  do ; and  to  invest  and  reinvest  any  and 
all  moneys,  funds,  and  assets  belonging  to,  received  or  held  by  it,  and 
to  purchase,  acquire,  own  and  enjoy  and  sell  and  dispose  of  bonds, 
stocks  and  securities  of  all  kinds  excepting  mining  stocks ; and  to  loan 
any  and  all  moneys  and  funds  belonging  to,  received  or  held  by  it  on 
mortgages  upon  unencumbered  real  estate  of  not  less  than  twice  the 
value  of  the  amount  loaned,  and  on  approved  bonds,  stocks  and  per- 
sonal securities  to  the  extent  of  not  more  than  three-fourths  of  the 
actual  market  value  of  such  bonds,  stocks  or  securities  and  to  loan 
money  upon  its  own  policies  or  contracts  of  insurance;  and  to  pur- 
chase, acquire  and  hold  for  the  benefit  of  the  company  any  policies  of 
insurance,  dividends  or  other  obligations  of  or  issued  by  the  company ; 
and  generally,  to  do  all  things  necessary  to  fully  accomplish  the  pur- 
poses of  its  incorporation.  The  rates  of  premiums  for  all  life  insur- 
ance taken  and  issued  by  this  company  shall  be  no  higher  than  the 
rates  of  premiums  for  the  same  amounts  and  classes  of  insurance 
upon  persons  of  the  same  ages  in  the  regular  life  insurance  companies 
who  now  realize,  or  estimate  that  they  realize,  three  and  one-half  per 
centum  upon  the  money  which  they  have  invested. 

Article  4.  The  principal  office  and  place  of  business  of  this  cor- 
poration shall  be  at  the  city  of  Portland,  in  the  county  of  Multnomah, 
in  the  State  of  Oregon,  but  it  shall  have  full  power  and  authority  to 
do  business,  acquire,  hold  and  dispose  of  property  and  exercise  all  or 
any  of  its  corporate  powers  not  only  in  the  State  of  Oregon,  but  as 
well  throughout  the  other  states  and  territories  of  the  United  States 
and  in  foreign  countries. 

Article  5.  The  capital  stock  of  this  corporation  is  one  hundred 
thousand  dollars,  and  it  shall  be  divided  into  one  hundred  shares. 

Article  6.  Each  share  of  the  capital  stock  of  this  corporation  is 
one  thousand  dollars. 

Article  7.  The  capital  stock  of  this  corporation  shall  draw  and 
the  holders  thereof  be  paid  dividends  at  the  rate  of  seven  per  centum 
per  annum,  and  no  mpre,  and  such  dividends  shall  be  paid  annually, 
semi-annually  or  quarterly  as  the  board  of  directors  shall  from  time 
to  time  determine  or  the  by-laws  of  the  company  prescribe,  and  such 
dividends  shall  be  cumulative,  that  is  to  say,  if  not  paid  in  any  year 
they  shall  be  paid  out  of  any  funds  available  therefor  in  succeeding 
years.  Such  dividends  shall  be  paid  before  any  earnings  or  profits 
shall  be  paid  to  or  set  aside  for  the  benefit  of  policyholders.  No 


OREGON  LIFE. 


477 


dividends  greater  than  at  the  rate  of  seven  per  centum  per  annum 
shall  ever  be  paid  upon  any  share  or  shares  of  the  capital  stock  or  to 
any  stockholder  upon  his  shares,  and  all  net  earnings  and  profits  of 
the  company  over  and  above  the  seven  per  centum  per  annum  divi- 
dends on  the  capital  stock  and  such  portions  thereof  as  are  carried 
as  reserve  funds  shall  be  accumulated  and  held  for  the  benefit  of  the 
holders  of  the  participating  policies  of  insurance  issued  by  the  com- 
pany and  entitled  to  share  therein  and  be  credited  or  distributed  to 
the  holders  of  such  policies  from  time  to  time  as  may  be  ordered  by 
the  board  of  directors,  or  provided  by  the  by-laws,  or  required  by  the 
terms  of  the  policies  or  by  law. 

Article  8.  At  any  time  after  five  years  from  the  first  day  of 
March,  1906,  the  holders  of  the  policies  of  insurance  issued  by  this 
company  and  then  in  force  and  outstanding,  shall,  whenever  it  is 
determined  so  to  do  by  the  holders  of  a majority  in  amount  of  the 
policies  of  insurance  issued  by  the  company  and  then  in  force  and 
outstanding,  have  the  right  to  purchase,  take  over,  hold  and  own  for 
the  benefit  of  the  policyholders  of  the  company  all  of  the  shares  of 
the  capital  stock  of  this  corporation  by  paying  to  each  holder  of  shares 
of  the  capital  stock  the  par  value  of  his  shares,  together  with  interest 
thereon  at  the  rate  of  seven  per  centum  per  annum  from  the  first  day 
of  March  1906,  until  the  time  of  the  taking  over  of  the  stock,  less  the 
amount  of  all  dividends  which  have  been  paid  upon  such  shares,  and 
each  subscriber  to  the  capital  stock  of  this  corporation  and  each  and 
every  person  at  any  time  acquiring,  holding  or  owning  shares  of  its 
capital  stock,  subscribes  for,  takes,  accepts,  receives  and  holds  the 
same  on  condition  that  the  same  may  betso  purchased,  acquired  and 
taken  over  for  the  benefit  of  the  policyholders  of  the  company,  and 
consents  and  agrees  that  the  policyholders  may  so  purchase,  acquire 
and  take  over  the  capital  stock.  Should  the  laws  of  the  State  of 
Oregon  so  permit,  all  of  the  capital  stock  of  this  corporation  may  at 
any  time  after  five  years  from  the  first  day  of  March,  1906,  be  retired, 
canceled  and  redeemed  by  the  company  by  paying  to  each  holder  of 
shares  thereof  the  par  value  of  his  shares  with  interest  thereon  at  the 
rate  of  seven  per  centum  per  annum  from  the  first  day  of  March,  1906, 
until  redeemed,  less  the  amount  of  all  dividends  paid  thereon  by  the 
company,  so  that,  this  corporation  shall  have  no  capital  stock,  but  shall 
be  a purely  mutual  company,  composed  of  its  policyholders,  and  in 
that  event,  the  management  and  control  of  the  company  shall  there- 
upon become  vested  and  thereafter  belong  exclusively  to  and  be  exer- 


478 


CHARTERS  OF  LIFE  INSURANCE  COMPANIES. 


cised  by  its  policyholders  and  such  officers  and  agents  as  may  be 
elected  and  appointed  by  them. 

Article  9.  In  the  year  1908,  and  in  every,  year  thereafter,  an 
account  shall  be  taken  of  the  business  done  and  net  profits  earned  by 
the  corporation  up  to  that  date  and  thereupon  a balance  shall  be 
struck,  and  it  shall  be  determined  by  the  actuary  of  the  company, 
whose  determination  shall  be  conclusive,  how  much  net  earnings  are 
then  applicable  to  be  divided  among  the  policyholders,  and  thereupon 
there  shall  be  credited  to  each  policyholder  the  amount  of  dividend 
shown  to  be  due  him  by  the  actuary’s  calculation.  All  dividends  upon 
participating  deferred  dividend  policies  shall  be  held  and  accumulated 
until  the  end  of  the  dividend  period.  All  dividends  upon  participating 
annual  dividend  policies,  may,  at  the  option  of  the  policyholders,  either 
be  drawn  out  in  cash  or  applied  toward  the  payment  of  the  next  pre- 
miums falling  due  upon  the  policies  or  used  to  purchase  additional 
insurance  to  be  added  to  the  policies.  Non-participating  and  term 
policies  shall  not  draw  any  dividends,  such  policies  being  issued  at 
lower  rates  of  premiums,  and  the  holders  thereof,  in  consideration 
of  such  lower  rates  of  premiums,  waiving  all  claims  to  dividends  or 
surplus  earnings. 

Article  10.  No  one  person  shall  be  permitted  to  subscribe  for  or 
at  any  time  own  or  hold  more  than  two  shares  of  the  capital  stock  of 
this  corporation. 

Article  ii.  The  insurance  business  of  this  corporation  shall  be 
conducted  upon  the  mutual  plan,  saving  and  excepting  that  until  its 
capital  stock  shall  be  taken  over  and  acquired  by  the  policyholders  or 
retired  and  canceled  under  authority  of  law,  the  management  and 
control  of  the  corporation  shall  be  vested  in  the  stockholders  and  a 
board  of  directors  elected  by  them,  and  dividends  at  the  rate  of  seven 
per  centum  per  annum  shall  be  paid  upon  the  capital  stock. 

Article  12.  The  stockholders  of  this  corporation  at  their  first  or 
some  subsequent  meeting  shall  adopt  and  provide  by-laws  for  this 
corporation,  and  such  by-laws  may  be  thereafter  altered,  changed, 
amended  or  repealed  in  such  manner  as  may  be  therein  provided,  and 
not  otherwise. 

Article  13.  We  hereby  designate  and  appoint  L.  Samuel,  one  of 
our  number,  and  authorize  him  to  open  books  and  receive  subscriptions 
to  the  capital  stock  of  this  corporation. 

Tn  witness  whereof,  we  have  hereunto  set  our  hands  and  seals  this 
2 1st  day  of  February,  1906.  * * * 


OREGON  LIFE. 


479 


EXTRACTS  FROM  THE  BY-LAWS. 

Article  2.  Stockholders’  Meetings.  Sec.  i.  The  regular  annual  meeting 
of  the  stockholders  of  this  corporation,  after  the  year  1910,  for  the  election 
of  directors  and  the  transaction  of  such  other  business  as  may  properly  come 
before  the  meeting  for  action  shall  be  held  on  the  first  Tuesday  in  the  month 
of  February  in  each  year,  beginning  with  the  year  1911,  at  3.30  o’clock  p.  m., 
at  the  principal  office  of  the  company  in  the  city  of  Portland,  or  such  other 
place  in  said  city  as  shall  be  specified  in  the  notice  of  the  meeting. 

Sec.  2.  Notice  of  annual  meeting  shall  be  given  by  publishing  the  same 
once  at  least  thirty  days  previous  to  the  meeting  in  one  newspaper  of  general 
circulation  published  in  Portland,  Oregon,  and  by  mailing  a notice  thereof  to 
each  stockholder.  The  failure  to  give  such  notice  shall  not  cause  the  meet- 
ing to  be  lost,  but  it  shall  be  adjourned  until  the  required  notice  can  be  given. 

Sec.  3.  In  case  it  should  happen  that  an  election  of  directors  should  not 
be  held  at  the  annual  meeting  or  an  adjournment  thereof  the  president  shall 
designate  a place  and  a time,  not  later  than  sixty  days,  for  holding  a meeting 
of  the  stockholders  for  the  election  of  directors,  and  shall  cause  notice  thereof 
to  be  given  as  above  provided  in  case  of  the  annual  meeting. 

Sec.  4.  A special  meeting  of  the  stockholders  of  this  corporation  may  be 
held  at  any  time  upon  call  of  the  board  of  directors,  and  it  shall  be  the  duty 
of  the  board  of  directors  to  call  a special  meeting  as  soon  as  practicable 
whenever  requested  in  writing  by  stockholders  of  record  holding  not  less 
than  one-fourth  of  the  outstanding  capital  stock  of  the  company. 

Sec.  5.  Notice  of  any  special  meeting  shall  be  given  by  mailing  a copy  of 
such  notice  at  least  fifteen  days  before  the  meeting  in  a postage  prepaid 
envelope  addressed  to  each  stockholder  at  his  address  as  entered  upon  the 
books  of  the  company  and  by  causing  the  notice  to  be  published  once  at  least 
fifteen  days  before  the  meeting  in  the  manner  required  for  notice  of  the  annual 
meeting.  The  notice  of  a special  meeting  shall  specify  the  time  and  place 
of  meeting  and  briefly  indicate  the  objects  of  the  meeting,  and  no  other 
business  than  that  specified  in  the  notice  shall  be  transacted  or  considered 
at  such  meeting. 

Sec.  6.  Each  stockholder,  in  person,  by  proxy  or  by  general  power  of 
attorney,  shall  be  entitled  to  one  vote  for  each  share  of  stock  standing  in 
his  name  on  the  books  of  the  corporation. 

Sec.  8.  To  constitute  a meeting,  stockholders  must  be  present  in  person 
or  by  proxy,  representing  a majority  of  all  the  outstanding  capital  stock  of 
the  company,  and  affirmative  votes  cast  in  person  or  by  proxy  by  the  holders 
of  at  least  one-third  of  the  entire  capital  stock  of  the  company  shall  be 
required  in  order  to  carry  any  proposition. 

Sec.  10.  Any  holder  of  proxies  may,  prior  to  any  meeting,  submit  his 
proxies  to  the  secretary  or  assistant  secretary  for  examination,  and  the  certifi- 
cate of  such  secretary  or  assistant  secretary  as  to  the  number  of  shares  repre- 
sented by  such  proxies  and  as  to  the  regularity  of  the  proxies  may  be 
received  as  prima  facie  evidence  of  the  number  of  shares  represented  by  the 
holder  for  the  purpose  of  establishing  the  presence  of  a quorum  at  such 
meeting  and  organizing  the  same. 


480  CHARTERS  OF  LIFE  INSURANCE  COMPANIES. 

Sec.  12.  A meeting  of  the  stockholders  may  be  held  at  any  time  and  place 
without  notice  if  all  the  stockholders  be  present  in  person  or  by  proxy,  or 
if  the  holders  of  the  majority  of  the  capital  stock  be  present  and  the  holders 
of  the  shares  not  present  shall,  in  writing,  either  before  or  after  the  meeting, 
waive  notice  thereof. 

Sec.  13.  Each  director  elected  shall  be  notified  by  the  secretary  or  assistant 
secretary  of  his  election,  and  in  case  any  person  elected  shall  not,  within 
fifteen  days  after  the  date  of  the  notice  of  his  election,  signify  his  acceptance 
and  qualify  as  such  director,  the  board  of  directors  may  declare  a vacancy 
to  exist. 

Sec.  14.  The  president,  and  in  his  absence,  one  of  the  vice-presidents,  shall 
call  all  meetings  of  stockholders  to  order  and  act  as  chairman  of  such  meet- 
ings. In  the  absence  of  these  officers,  any  stockholder  or  proxy  of  any 
stockholder  may  call  the  meeting  to  order  and  the  chairman  shall  be  selected. 
The  secretary  of  the  company  shall  act  as  secretary  of  all  meetings  of  stock- 
holders, but  the  board  of  directors  may  designate  an  assistant  secretary  for 
that  purpose,  either  before  or  at  the  meeting. 

Sec.  15.  Every  person  holding  stock  in  any  representative  or  fiduciary 
capacity  may  represent  the  same  at  all  meetings  of  the  corporation,  and  may 
vote  thereon  as  a stockholder. 

Sec.  16.  Shares  of  stock  in  this  corporation  belonging  to  said  corporation 
shall  not  be  voted  upon  directly  or  indirectly.  Any  corporation  holding  stock 
in  this  corporation  may  vote  thereon  through  any  person  regularly  empowered 
so  to  do. 

Article  3.  Directors.  Sec.  i.  The  general  management  of  the  business 
and  affairs  of  the  corporation  shall  be  vested  in  a board  of  fifteen  directors. 
Five  directors  shall  constitute  a quorum  at  all  regular  or  special  meetings 
of  the  board.  Each  director  must  be  a stockholder  in  the  corporation  and 
a resident  of  the  state  of  Oregon.  Any  director  ceasing  to  be  a stockholder 
in  the  corporation  or  ceasing  to  be  a resident  of  the  state  of  Oregon,  shall 
cease  to  be  a director,  and  his  office  shall  become  vacant. 

Sec.  2.  Any  vacancy  in  the  board  of  directors  shall  be  filled  by  a vote 
of  a majority  of  the  remaining  directors  and  the  director  so  elected  shall 
hold  office  until  the  next  annual  meeting  and  until  his  successor  is  elected 
and  qualified. 

Sec.  3.  Regular  monthly  meetings  shall  be  held  on  the  first  Tuesday  of 
each  month  at  four  o’clock  p.  m.  Special  meetings  may  be  called  by  order 
of  the  president  at  any  time,  and  shall  be  called  at  the  request  of  anv  three 
members  of  the  board  of  directors. 

Sec.  4.  The  secretary  or  assistant  secretary  shall  mail  or  telegraph  notice 
of  all  meetings  to  each  director  at  least  twenty-four  hours  before  such  meet- 
ing, unless  such  notice  is  specially  waived  by  the  director  to  whom  the  same 
was  not  so  mailed  or  telegraphed. 

Sec.  5.  A meeting  of  the  directors  may  be  held  at  any  time  and  place 
without  notice,  if  a quorum  of  the  directors  be  present  at  the  meeting  and 
the  absent  directors  either  before  or  after  the  meeting  waive  notice  in  writing- 
thereof. 


OREGON  LIFE. 


481 


Sec.  6.  Each  director  shall  be  paid  a fee  of  five  dollars  for  each  meeting 
of  the  board  of  directors,  or  of  the  finance  committee,  which  he  shall  attend, 
at  which  a quorum  is  present  and  business  is  transacted. 

Sec.  8.  The  directors,  at  the  first  meeting  after  their  election,  shall  meet 
and  organize  by  electing  by  ballot  a president,  three  vice-presidents,  a general 
manager,  a secretary  and  assistant  secretary,  a treasurer,  a general  attorney, 
an  auditor,  an  actuary,  a medical  director,  and  such  additional  officers  and 
assistant  officers,  and  such  committees  as  the  board  may  deem  advisable.  All 
of  said  officers,  excepting  the  manager,  the  secretary,  the  assistant  secretary, 
the  auditor,  the  treasurer,  the  actuary,  the  medical  director  and  the  general 
attorney  must  be  members  of  the  board  of  directors. 

Sec.  9.  All  officers  and  employees,  except  those  elected  by  the  board,  shall 
hold  office  at  the  discretion  of  the  officer  appointing,  but  subject  at  all  times 
to  removal  by  a vote  of  the  board,  subject,  however,  to  such  contract  as  the 
stockholders  may  authorize  the  board  of  directors  to  enter  into  with  L.  Samuel 
as  manager  of  this  corporation.  Any  officer  (except  as  above  provided),  may 
be  removed  by  the  affirmative  vote  of  a majority  of  the  board  of  directors. 
One  person  may  hold  more  than  one  office,  if,  in  the  judgment  of  the  board 
of  directors,  it  is  advisable  so  to  do,  and  a director  may  hold  one  or  more 
offices,  together  with  that  of  director. 

Sec.  10.  The  salaries  of  all  the  officers  shall  be  fixed  by  the  board  of  direc- 
tors, and  those  of  its  general  agents  and  employees  shall  be  fixed  by  the 
general  manager,  subject  to  the  approval  of  the  board  of  directors. 

Article  4.  Finance  Committee.  Sec.  i.  There  shall  be  a finance  committee 
to  consist  of  the  president,  who  shall  be  ex-officio  chairman  thereof,  the  treas- 
urer and  three  members  of  the  board  of  directors  who  shall  be  elected  by 
the  board.  Such  committee  shall  be  chosen  annually  at  the  first  meeting  of 
the  board  of  directors  after  the  annual  election,  or  as  soon  thereafter  as 
possible. 

Sec.  2.  The  finance  committee,  under  the  direction  of  the  board  of  directors, 
shall  have  general  charge  of  the  finances  of  the  corporation  and  supervision 
of  all  securities  owned  or  held  by  it,  and  shall  approve  all  loans  and  invest- 
ments. Such  committee  shall  cause  to  be  endorsed  on  the  application  for  a 
loan,  the  appraisement  of  the  property  offered  as  security,  and  also  the  report 
and  findings  of  such  committee  as  to  the  advisability  of  such  loan.  Such 
committee  shall  also  act  as  a committee  on  expenditures. 

Sec.  3.  The  finance  committee  may  appoint  such  sub-committees  as  it  may 
deem  necessary,  and  shall  keep  a full  and  accurate  report  of  all  of  its  acts 
and  proceedings,  and  report  the  same  to  the  board  of  directors  at  each  regular 
monthly  meeting  of  such  board. 

Sec.  4.  Regular  meetings  of  the  finance  committee  shall  be  held  on  the 
first  Tuesday  in  each  month,  at  3 o’clock  p.  m.,  and  special  meetings  may 
be  called  at  any  time  by  the  chairman  and  shall  be  called  at  the  request  of 
the  president  or  any  two  members  of  the  committee. 

Sec.  6.  Three  members  of  the  committee  shall  constitute  a quorum  for  the 
transaction  of  business. 


.482 


CHARTERS  OF  LIFE  INSURANCE  COMPANIES. 


Sec.  7.  Any  vacancy  in  the  committee  shall  be  filled  by  the  board  of 
directors  at  its  next  monthly  meeting. 

Article  5.  President.  Sec.  1.  The  president  shall  have  general  charge, 
control  and  supervision  of  all  the  business  and  operations  of  the  company 
and  over  all  its  officers,  agents  and  employees,  except  as  here  expressly  pro- 
vided. He  shall,  if  present,  preside  at  all  meetings  of  the  directors  and  of 
the  stockholders.  He  shall  be  ex-officio  member  and  chairman  of  all  standing 
committees,  and  may  preside  at  the  meetings  thereof,  except  meetings  of  the 
auditing  committee.  He  shall  attend  the  meeting  of  any  special  committee 
when  requested  by  the  chairman  thereof.  He  shall  be  the  inspector  of  all 
elections  of  directors  and  certify  who  are  elected.  He  shall  also  act  as  inspector 
of  the  voting  on  any  other  matter  or  resolution  unless  the  meeting  appoint 
special  inspectors  for  such  purpose.  He  shall  make  annual  reports  showing 
the  condition  of  the  affairs  of  the  company,  making  such  recommendations  as 
he  thinks  proper,  and  he  shall  from  time  to  time  bring  before  the  directors 
such  information  as  may  be  required,  touching  the  business  and  property  of 
the  company. 

Article  6.  General  Manager.  Sec.  i.  Under  the  supervision  of  the  presi- 
dent, the  general  manager  shall  have  charge  of  all  the  business  and  opera- 
tions of  the  company,  and  shall  have  power  to  appoint,  subject  to  the  approval 
of  the  president,  all  subordinate  officers  and  agents. 

Sec.  2.  The  general  manager  of  this  company  shall  make  a report  to  the 
board  of  directors  at  each . monthly  meeting  of  such  board,  and  shall  have 
under  such  rules  as  may  be  prescribed  by  the  board  of  directors,  the  direction 
of  the  forms  of  policies  to  be  issued  by  the  company,  the  rates  to  be  charged 
therefor,  and,  together  with  the  president  or  with  one  of  the  vice-presidents, 
shall  have  power,  subject  to  the  approval  of  the  board,  to  modify  or  vary 
the  conditions  of  said  policies  and  issue  permits. 

Article  13.  Investments,  Loans  and  Commissions.  Sec.  i.  Investments  shall 
be  made  only  on  approval  of  the  finance  committee ; loans  other  than  upon 
policies  issued  by  the  company  to  be  made  only  upon  signed  application  there- 
for to  be  so  approved  in  writing.  Loans  upon  policies  issued  by  the  company 
shall  be  made  as  therein  provided,  subject  to  such  rules  and  regulations,  as 
the  finance  committee  may  deem  proper.  No  investments  or  loans  shall  be 
made  by  this  corporation,  its  board  of  directors,  its  finance  committee,  or  any 
other  committee  or  officer  of  the  company,  except  in  accordance  with  the 
articles  of  incorporation. 

Sec.  2.  No  commission,  direct  or  indirect,  shall  be  received  by  any  officer, 
agent  or  employee  of  this  company  for  procuring  or  assisting  in  the  procuring 
of  any  loan  or  loans  from  this  company. 

Sec.  3.  Upon  approval  of  any  loan  to  be  made  on  real  estate  security,  the 
application  therefor  showing  the  approval  of  the  proper  officers  shall  be  de- 
livered to  the  counsel  for  the  company  together  with  an  abstract  of  title 
extended  to  the  date  of  such  delivery.  Counsel  for  the  company  shall  then 
examine  such  abstract  of  title  and  upon  approval  of  title  to  the  real  estate 
offered  as  security,  shall  cause  payment  of  the  money  to  be  made  and  the 
security  therefor  to  be  delivered  to  him  and  the  conveyance  or  mortgage  on 


OREGON  LIFE. 


483 


the  property  to  be  recorded  in  the  proper  office ; he  shall  then  cause  the 
abstract  to  be  extended  showing  the  recording  of  such  conveyance  or  mort- 
gage, and  such  abstract  of  title  containing  the  examination  so  continued  with 
searches  annexed  and  certificates  of  searches  for  taxes,  assessments,  and  all 
other  liens,  together  with  a certificate  of  the  counsel  for  the  company  of 
the  examination  of  such  abstract  of  title,  shall  be  deposited  with  the  treasurer 
within  a reasonable  time  after  the  making  of  the  loan. 

Article  15.  Insurance  Policies.  Sec.  i.  Every  policy  of  insurance  issued 
by  this  company  shall  be  signed  by  the  president  or  authenticated  by  a litho- 
graphed or  printed  facsimile  of  his  signature  thereon  and  signed  by  the  secre- 
tary of  the  company.  No  policy  of  insurance  of  any  kind  shall  be  made,  or 
shall  be  binding  or  obligatory  upon  the  company,  saving  and  excepting  only 
policies  issued  from  the  home  office  of  the  company  and  signed  by  the 
president  and  secretary  of  the  company  as  in  this  section  provided. 

Sec.  2.  In  case  of  the  loss  or  destruction  of  a policy  of  insurance,  upon 
satisfactory  proof  of  such  loss  or  destruction,  a duplicate  policy  may  be 
issued  in  its  place. 

Article  16.  Examination  of  Assets.  Sec.  i.  After  the  close  of  each  fiscal 
year,  the  accounts  and  assets  of  the  company  shall  be  examined  by  a special 
committee  of  three  or  more  directors,  not  members  of  the  finance  committee, 
whose  report  shall  be  placed  on  the  minutes  and  such  special  committee  shall 
have  power  to  employ  independent  auditors  or  such  clerical  assistants  as  they 
may  deem  necessary,  and  call  upon  any  employee  for  such  services  as  they 
may  require  in  connection  with  their  work. 

Article  17.  Limitation  of  Risk.  Sec.  i.  Until  March  1,  1908,  no  risk  on 
any  one  life  shall  be  written  or  assumed  in  excess  of  $10,000,  but  policies 
to  the  amount  of  $20,000  may  be  written,  payable  only  in  the  event  of  death 
or  maturity  at  the  rate  of  $1000  per  annum. 

Article  20.  Policyholders.  Sec.  i.  Whenever  the  capital  stock  of  this 
corporation  shall,  in  accordance  with  its  articles  of  incorporation  be  retired, 
every  policyholder  in  good  standing  at  the  time  of  the  annual  election  for 
board  of  directors  holding  a policy  on  which  he  has  paid  a full  year’s  premium 
shall  be  entitled  to  vote  for  directors  of  this  company,  one  vote  for  every 
$1,000  of  insurance  held  by  him,  but  no  person  shall,  at  the  retirement  of 
said  stock  be  entitled  to  become  a director  of  the  company  unless  he  is  a 
policyholder  in  good  standing,  holding  insurance  to  the  amount  of  at  least 
$5,000,  and  shall  have  paid  five  full  annual  premiums  upon  the  same. 

Article  21.  Salaries.  Sec.  i.  No  salary  in  excess  of  two  thousand  dollars 
per  year  shall  be  established,  except  with  the  approval  of  the  board  of  directors. 

Article  23.  Transfer  of  Stock.  Sec.  i.  Shares  of  stock  of  this  cor- 
poration shall  be  transferable  only  upon  its  books  by  the  holder  thereof  in 
person  or  by  his  attorney  duly  authorized  thereto  in  writing,  and  upon  the 
surrender  and  cancellation  of  certificate  therefor  duly  endorsed. 

Sec.  2.  Whenever  any  transfer  shall  be  made  for  collateral  security  and 
not  absolutely,  the  fact  shall  be  so  expressed  in  the  entry  of  said  transfer. 

Sec.  3.  In  case  of  the  loss  or  destruction  of  a certificate,  another  may  be 
issued  in  its  place  upon  satisfactory  proof  of  such  loss  or  destruction,  and 


484 


CHARTERS  OF  LIFE  INSURANCE  COMPANIES. 


the  giving  of  a bond  of  indemnity  or  other  security  to  the  satisfaction  of  the 
board  of  directors. 

Article  25.  Dividends.  Sec.  1.  The  earning  of  this  corporation  shall  only 
be  transferred  on  its  books  according  to  the  order  of  the  board  of  directors 
made  at  regular  or  special  meetings,  and  no  dividend  shall  be  paid  to  stock- 
holders, or  other  disposition  of  earnings  made  except  under  order  of  the 
board  of  directors,  and  in  accordance  with  the  articles  of  incorporation  of 
this  company. 

Article  26.  Checks,  etc.  Sec.  i.  The  board  of  directors  shall,  by  resolu- 
tion, duly  passed,  provide  by  whom  all  checks  or  other  orders  for  the  pay- 
ment of  money  shall  be  signed,  and  by  whom  all  contracts  (except  policies 
of  insurance)  on  behalf  of  this  corporation  shall  be  made.  No  check  shall 
be  drawn,  except  for  salaries  and  current  expenses,  or  in  pursuance  of  a 
contract,  without  the  authority  of  the  finance  committee. 

Article  27.  Notice  and  Waiver.  Sec.  i.  Whenever  notice  is  required  under 
these  by-laws  and  such  notice  is  given  by  mail,  the  time  of  giving  such  notice 
shall  be  deemed  to  be  the  time  when  the  same  shall  be  deposited  in  the  post- 
office  or  letter  box. 

Sec.  2.  Any  stockholder,  officer,  or  director  may  waive  any  notice  required 
to  be  given  by  these  by-laws. 

Article  28.  Amendments.  Sec.  i.  These  by-laws  may  be  altered,  changed 
or  amended  or  repealed  in  whole  or  in  part  and  new  by-laws  adopted  in  lieu 
of  all  or  any  thereof  at  any  annual  meeting  of  the  stockholders,  or  at  any 
special  meeting  of  the  stockholders  of  the  company  called  for  that  purpose 
by  a vote  of  a majority  of  the  shares  of  the  capital  stock  then  issued  and 
outstanding,  provided  it  is  stated  in  the  published  notice  of  such  meeting  that 
amendment  of  the  by-laws  will  be  proposed  thereat,  and  a copy  of  the  pro- 
posed amendment  is  incorporated  in  or  attached  to  the  notice  of  the  meeting 
mailed  to  the  stockholders.  These  by-laws  shall  not  be  amended,  altered, 
changed,  abrogated  or  repealed  in  any  other  manner. 


THE  PACIFIC  MUTUAL  LIFE  INSURANCE  COMPANY. 


Copy  of  Preamble  and  Resolution. 

ADOPTED  AT  A MEETING  OF  THE  BOARD  OF  DIRECTORS  OF  THE  PACIFIC 
MUTUAL  LIFE  INSURANCE  COMPANY  OF  CALIFORNIA,  HELD  IN  SAN 
FRANCISCO,  MAY  8,  1906. 

Whereas,  on  the  18th  day  of  ApriL,  1906,  a large  portion  of  the 
city  and  county  of  San  Francisco  was  destroyed  by  fire,  in  which  city 
and  county  of  San  Francisco  is  the  principal  place  of  business  of  this 
corporation,  The  Pacific  Mutual  Life  Insurance  Company  of  Cali- 
fornia, organized  and  existing  under  the  laws  of  the  State  of  Cali- 
fornia, and  having  its  principal  place  of  business  as  aforesaid  at  No. 


PACIFIC  MUTUAL  LIFE. 


485 


508  Montgomery  street,  in  the  said  city  and  county;  and  which  fire 
destroyed  its  large  and  valuable  building  containing  its  offices  and 
records ; and 

Whereas,  it  is  considered  by  this  board  of  directors  of  said  corpora- 
tion'for  its  best  interest  that  its  present  principal  place  of  business  be 
changed  from  said  city  and  county  of  San  Francisco , State  of  Cali- 
fornia, to  the  city  of  Los  Angeles , county  of  Los  Angeles,  State  of. 
California ; and 

Whereas,  the  owners  and  holders  of  more  than  two-thirds  of  the 
issued  capital  stock  of  this  corporation,  to- wit : the  owners  and  holders 
of  5,349  shares  of  said  issued  capital  stock,  have  consented  in  writing 
and  authorized,  empowered  and  directed  this  board  of  directors  and 
officers  of  this  corporation  to  change  and  remove  the  principal  place 
of  business  of  this  corporation  from  its  present  location,  to-wit : No. 
508  Montgomery  street,  in  the  said  city  and  county  of  San  Francisco, 
State  of  California,  to  the  city  of  Los  Angeles,  county  of  Los  Angeles, 
State  aforesaid,  at  the  Conservative  Life  Building,  corner  of  Third 
and  Hill  streets  therein,,  which  consent  was  filed  and  is  now  on  file  in 
the  office  of  this  company. 

Now  therefore,  be  it  resolved,  that  the  principal  place  of  business 
of  this  corporation,  to-wit:  No.  508  Montgomery  street,  in  the  city 
and  county  of  San  Francisco,  State  of  California,  be  and  the  same  is 
hereby  changed  and  removed  therefrom  to  the  Conservative  Life 
Building,  corner  of  Third  and  Hill  streets,  in  the  city  of  Los  Angeles, 
county  of  Los  Angeles,  State  aforesaid,  such  removal  and  change  to 
take  effect  on  the  twelfth  day  of  June,  1906; 

And  that  the  secretary  of  this  corporation,  J.  N.  Russell,  Jr.,  be, 
and  he  is  hereby  authorized,  empowered  and  directed  to  cause  a notice 
of  the  intended  removal  and  change  of  principal  place  of  business  of 
this  corporation  to  be  published  at  least  once  a week  for  three  succes- 
sive weeks,  in  some  newspaper,  published  in  the  city  and  county  of 
San  Francisco,  State  aforesaid  (said  county  being  the  county  wherein 
the  principal  place  of  business  of  this  corporation  is  situated)  ; 

And  that  whenever  such  change  is  made  said  secretary  is  hereby 
directed  to  file  in  each  office  where  the  original  articles  of  incorpora- 
tion are,  or  any  copy  thereof  is  required  to  be  filed,  a copy  of  this 
resolution  together  with  a copy  of  the  affidavit  showing  the  publica- 
tion above  directed  to  be  made,  all  duly  certified  by  the  president  and 
secretary  of  this  corporation,  with  the  corporate  seal  affixed. 


486 


CHARTERS  OF  LIFE  INSURANCE  COMPANIES. 


And  that  the  president  and  secretary  of  this  corporation  be  and  they 
are  hereby  authorized,  empowered  and  directed,  acting  jointly  or 
either  acting  alone,  to  do  any  and  all  other  acts  or  things  requisite  or 
necessary  in  their  judgment  to  fully  and  completely  effect  the  change 
and  removal  of  the  principal  place  of  business  of  this  corporation,  as 
above  provided,  in  accordance  with  the  laws  of  the  State  of  California 
relating  thereto. 

Term  of  Corporate  Existence. 

Under  the  company’s  articles  of  incorporation  the  term  of  its  cor- 
porate existence,  which  is  seventy-five  years,  expires  on  the  28th  day 
of  December,  1942. 

[Extension  of  Term.] — Section  15  of  the  act  of  the  Legislature 
under  which  the  company  was  incorporated  (Statutes  of  California, 
1865-66,  page  752)  provides  that  upon  the  expiration  of  the  period 
of  existence  specified  in  the  certificate  the  company  may  extend  its 
term  of  existence  for  another  period  of  not  more  than  seventy-five 
years. 

[Subsequent  Renewals.] — Said  statute  also  provides  that  other  re- 
newals may  be  made  thereafter  in  like  manner  and  with  like  effect, 
but  no  renewal  shall  ever  be  made  for  a period  exceeding  seventy- 
five  years. 


EXTRACTS  FROM  THE  BY-LAWS. 

Sec.  1.  Home  Office. — The  chief  office  and  principal  place  of  business  of 
the  company  shall  be  in  the  city  of  Los  Angeles. 

Sec.  2.  See  page  238. 

Sec.  3.  Annual  Meeting  of  Stockholders. — The  annual  meeting  of  the  stock- 
holders of  the  company  shall  be  held  at  the  principal  office  of  the  company 
on  the  second  Monday  in  February,  of  which  notice  shall  be  given  by  publi- 
cation, once  a week  for  four  weeks,  in  a newspaper  printed  and  published 
in  the  city  of  Los  Angeles. 

Sec.  4.  Board  of  Directors. — The  board  of  directors  shall  consist  of  nine- 
teen (19)  members,  of  whom  at  least  fifteen  (15)  shall  be  residents  of  this 
state,  and  the  board  shall  be  divided  into  three  classes  of  six,  six  and  seven 
members,  respectively,  as  now  constituted,  one  class  to  be  elected  each  year, 
and  for  the  term  of  three  years,  or  until  their  successors  are  elected  and 
qualified.  The  annual  election  of  directors  of  the  company  shall  be  held  at 
the  annual  meeting  of  stockholders,  and  shall  be  by  ballot.  The  whole  num- 
ber of  directors  to  be  selected  shall  be  voted  for  in  one  ballot,  and  the  persons 
who  shall  have  the  greatest  number  of  votes,  the  same  being  a majority 
of  all  votes  cast,  shall  be  the  directors  elected.  If  it  should  so  happen  that 


PACIFIC  MUTUAL  LIFE. 


487 


at  any  election  the  whole  number  of  directors  voted  shall  not  be  elected 
because  of  two  or  more  persons  receiving  an  equal  number  of  votes,  or  from 
any  other  cause,  then  the  said  stockholders  of  the  company  shall  proceed  to 
another  ballot  for  such  number  of  persons  as  shall  be  required  to  complete 
the  whole  number  of  directors  to  be  elected,  and  shall  continue  to  ballot  from 
day  to  day  until  such  number  be  elected.  A ballot  cast  for  a person  who 
is  not  eligible  to  be  a director  shall  be  considered  a blank  as  to  that  name. 

Sec.  5.  See  page  238.. 

Sec.  6.  Qualifications  for  Directors. — Each  director  shall  be  the  owner  of 
not  less  than  one  hundred  (100)  shares  of  stock.  If  any  director  shall  hold 
less  than  one  hundred  (100)  shares  of  stock,  his  office  shall  thereupon  become 
vacant.  A vacancy  in  the  board  of  directors  shall  be  filled  by  the  remaining 
directors.  A director  so  elected  to  fill  a vacancy  shall  serve  until  the  next 
annual  election,  at  which  election  a director  shall  be  elected  for  the  unexpired 
term.  All  vacancies  in  the  other  offices  of  the  company  shall  be  filled  by 
the  board  of  directors  for  the  unexpired  terms. 

Sec.  7.  Proxies. — The  directors  may  prescribe  the  manner  of  holding  elec- 
tions, subject  to  the  by-laws  and  the  law  of  the  state,  and  shall  make  pro- 
vision for  voting  by  proxy,  and  the  preparation  of  an  alphabetical  list  of 
voters,  and  the  number  of  votes  each  is  entitled  to,  and  all  proxies  must  be 
filed  with  the  secretary  at  least  twenty-four  hours  previous  to  any  meeting 
at  which  the  same  are  to  be  voted.  No  transfer  of  stock  shall  be  entered 
upon  the  books  of  the  company  during  or  within  twenty-four  hours  previous 
to  any  meeting  of  stockholders. 

Sec.  8.  Elections  and  Appointments  of  Officers. — At  the  meeting  of  the 
board  of  directors,  held  immediately  after  the  annual  meeting  of  the  stock- 
holders, the  directors  shall  elect  from  their  number  a president,  a vice-presi- 
dent, and  a treasurer ; also  six  members,  who,  together  with  the  president, 
shall  constitute  the  executive  committee,  of  whom  four  shall  constitute  a 
quorum ; and  they  may  also  appoint  a second  vice-president  and  a third  vice- 
president,  who  need  not  be  members  of  the  board. 

They  shall  also  appoint  a medical  director,  who  may,  but  need  not,  be  a 
member  of  the  board ; an  assistant  medical  director,  secretary,  a first  assistant 
secretary,  a second  assistant  secretary,  and  an  assistant  treasurer,  who  shall 
not  be  members  of  the  board,  and  such  other  additional  officers  as  from  time 
to  time  they  may  deem  necessary  or  desirable. 

The  officers  so  elected,  or  appointed,  shall  take  office  immediately,  and 
hold  office  until  their  successors  are  elected,  or  appointed,  and  qualified. 

In  all  elections,  or  appointments,  by  the  board  of  directors,  a majority 
of  the  votes  cast  shall  elect,  or  appoint. 

The  salaries  of  all  officers  of  the  company  shall  be  fixed  by  the  board  of 
directors. 

At  the  regular  meeting  of  the  board  of  directors  in  January  of  each  and 
every  year  there  shall  be  appointed  a special  examining  committee,  consisting 
of  three  members  of  the  board  (other  than  officers  or  members  of  the  execu- 


488 


CHARTERS  OF  LIFE  INSURANCE  COMPANIES. 


tive  committee),  whose  duty  it  shall  be  to  verify  the  company’s  official  state- 
ment for  the  preceding  calendar  year  and  examine  into  the  business  and  con- 
ditions of  the  company.  * * * 

Sec.  9.  See  page  239. 

Sec.  10.  See  page  239. 

Sec.  11.  See  page  239. 

Sec.  13.  See  page  239. 

Sec.  17.  Duties  and  Powers  of  Executive  Committee. — The  executive  com- 

mittee shall,  within  the  limitation  of  and  subject  to  the  laws  of  the  state, 
and  by-laws  of  the  company,  and  the  rules,  orders,  contracts,  resolutions  and 
approval  of  the  board  of  directors,  have  control  of  the  moneys  and  other 
property  of  the  company,  of  the  investment  of  its  funds,  and  all  purchases  and 
loans,  and  the  assumption  of  risks  of  insurance  to  be  made  or  taken  by  the 
company.  It  shall  make  rules  and  regulations  for  its  own  government,  con- 
sistent with  the  by-laws,  and  subject  to  the  revision  and  approval  of  the 
board  of  directors.  It  shall  be  the  duty  of  the  committee  to  procure  a suit- 
able office  for  the  company,  and  such  stationery,  books,  forms  and  blanks 
as  the  business  of  the  company  may  require ; to  hold  regular  meetings  once 
a week  at  the  office  of  the  company,  and  special  meetings  at  the  call  of  the 
president,  a vice-president,  or  three  members  thereof.  Four  members  of  the 
committee  shall  constitute  a quorum  to  transact  business.  The  committee  shall 
keep  minutes  of  all  proceedings  and  report  the  same  to  the  board  of  directors 
at  the  regular  meetings  of  the  board.  The  minutes  and  all  the  books  and 
papers  of  the  committee  shall,  during  business  hours,  be  subject  to  the 
examination  of  any  member  or  committee  of  the  board  of  directors,  or  any 
expert  appointed  by  said  board.  The  committee  shall  have  power  to  make 
contracts,  and  all  contracts  made  with  general,  state  and  district  agents  and 
branch  office  managers  must  be  made  subject  to  their  approval;  and  no  loan 
or  advance  shall  be  made  to  any  such  agent  or  manager  without  the  approval 
of  the  committee.  They  shall  authorize  the  release  of  mortgages  or  reconvey- 
ance of  property  held  under  trust  deeds,  as  security  for  loans,  upon  final 
payment  of  the  moneys  secured  by  such  mortgage  or  trust  deed ; and  in 
their  discretion,  and  by  unanimous  vote  of  all  members  present  they  shall 
borrow  money,  not  exceeding  in  amount  three  hundred  thousand  dollars, 
for  temporary  uses ; employ  counsel ; employ  and  discharge  servants,  within 
the  scope  of  the  powers  herein  delegated.  In  case  of  a vacancy  in  the  offices, 
or  of  the  absence  or  inability  to  serve,  of  both  president  and  vice-presidents, 
or  both  secretary  and  assistant  secretaries,  or  of  the  medical  director  and 
assistant  medical  director,  occurring  during  the  interim  between  the  regular 
meetings  of  the  board  of  directors,  the  executive  committee  shall  have  power 
to  fill  any  such  office  by  an  appointment  pro  tempore  until  the  next  regular 
meeting  of  the  board  of  directors,  and  the  officer  so  appointed  shall  have 
power  while  so  acting  to  perform  all  the  duties  of  the  officer  in  whose  stead 
he  was  appointed  and  is  temporarily  acting,  and  during  such  appointment 
shall  sign  his  name  as  such  officer  “ pro  tempore.”  The  executive  committee 
shall  also  have  authority  to  order  the  sale  of  any  of  the  stocks  or  bonds 
owned  by  this  corporation  at  such  prices  as  they  may  deem  proper. 


PIONEER  LIFE  OF  NORTH  DAKOTA. 


489 


Sec.  18.  Loans. — All  applications  for  loans  must  be  made  in  writing,  set- 
ting forth  the  amount  desired,  the  time,  character  and  value  of  security, 
and  other  particulars.  The  application  shall  be  considered  by  the  executive 
committee,  and  if  approved  the  necessary  papers  properly  securing  the  loan 
shall  be  prepared  and  executed.  In  cases  of  loans  the  company  shall  require 
either  an  abstract  of  title  examined  by  a competent  attorney,  or  a certificate 
of  title  made  by  some  responsible  title  company,  or  a policy  of  title  insurance 
issued  by  some  responsible  title  insurance  company.  Also  in  connection  with 
each  loan,  proper  fire  insurance  policies  shall  be  obtained,  if  the  property  is 
insurable,  which  policies  shall  be  duly  indorsed,  payable  to  the  company  in 
case  of  loss.  In  all  cases,  where  necessary  in  the  opinion  of  the  executive 
committee,  the  written  opinion  of  the  attorney  or  counsel  for  the  company 
shall  be  obtained  regarding  each  loan. 

For  sections  19  and  20  see  21  and  22  on  page  241  and  omit  old  sections 
19  and  20. 

For  sections  22  and  23  see  24  and  25  on  page  241  and  omit  old  section  23. 

Sec.  24.  Sales  of  Treasury  Stock. — The  board  of  directors  shall  have  power 
to  sell  the  whole  or  any  portion  of  the  treasury  stock  of  this  corporation 
at  any  price  not  less  than  par,  as  they  may  deem  proper,  and  all  previous 
sales  of  treasury  stock  made  by  the  board  of  directors  are  hereby  ratified  and 
approved. 

Sec.  25.  Amendments. — The  by-laws  may  from  time  to  time  be  altered 
or  amended  by  the  board  of  directors,  or  at  any  annual  meeting,  upon  a notice 
of  at  least  four  weeks  published  in  a newspaper,  specifying  the  substance 
of  the  proposed  alteration  or  amendment,  by  a majority  of  those  present  in 
person  or  by  proxy  entitled  to  vote  at  the  election  of  directors. 


THE  PIONEER  LIFE  INSURANCE  COMPANY  OF  NORTH 

DAKOTA. 


The  undersigned  citizens  of  the  State  of  North  Dakota,  do  hereby 
associate  ourselves  together  for  the  purpose  of  forming  a life  insur- 
ance company,  under  the  provisions  and  pursuant  to  the  laws  of  the 
State  of  North  Dakota. 

Article  i.  The  name  of  this  corporation  shall  be  The  Pioneer 
Life  Insurance  Company  of  North  Dakota. 

Article  2.  This  corporation  shall  be  organized  as  a stock  com- 
pany, and  shall  have  power  to  write  non-participating  policies  only. 

Article  3.  Its  home  office  or  principal  office  shall  be  in  the  city 
of  Fargo,  county  of  Cass,  State  of  North  Dakota. 

Article  4.  The  general  purpose  and  object  of  this  corporation 
shall  be  to  transact  the  business  of  taking  and  making  insurance  on 


490 


CHARTERS  OF  LIFE  INSURANCE  COMPANIES. 


the  lives  of  individuals,  and  of  granting,  purchasing  and  disposing 
of  annuities  and  endowments ; and  shall  have  the  power  to  cause  itself 
to  be  insured  against  any  loss  or  risk  it  may  have  incurred. 

Article  5.  The  amount  of  capital  stock  of  this  corporation  shall 
be,  one  hundred  thousand  dollars  ($100,000),  which  shall  be  divided 
into  shares  of  ten  dollars  ($10)  each.  Provided,  however,  it  shall 
have  the  power  to  increase  the  amount  of  its  capital  stock,  in  the 
manner  provided  by  law  to  any  amount  not  exceeding  five  hundred 
thousand  dollars  ($500,000). 

Article  6.  The  number  of  directors  of  this  corporation  shall  be 
twenty-one  (21). 

Article  7.  The  regular  meeting  of  the  stockholders  of  this  cor- 
poration shall  be  held  at  the  home  office,  in  the  city  of  Fargo,  North 
Dakota,  on  the  first  Tuesday,  after  the  first  Monday,  in  the  month 
of  January,  in  each  year,  at  which  meeting  the  directors  of  the  cor- 
poration shall  be  elected,  and  each  stockholder  shall  be  entitled  to 
one  (1)  vote  for  each  share  of  stock  owned  by  him  or  her. 

Article  8.  The  board  of  directors,  in  the  interim,  shall  have  the 
power  to  fill  vacancies  in  its  body. 

Article  9.  The  officers  of  this  corporation  shall  be  a president,  a 
first,  second  and  third  vice-president,  a treasurer,  a general  counsel, 
a medical  director,  a secretary  and  a general  manager,  the  last  two 
offices  may  be  filled  by  the  same  person : Each  of  the  said  officers  shall 
be  directors,  and  shall  be  first  elected  at  the  first  meeting  of  the  board 
of  directors,  after  its  own  creation. 

Article  10.  The  original  signers  of  these  articles  of  incorporation 
shall  constitute  the  first  board  of  directors,  and  shall  hold  office  until 
the  first  annual  election,  as  prescribed  in  article  7,  or  until  their  suc- 
cessors are  chosen.  * * * 

Article  ii.  The  president,  secretary,  treasurer,  medical  director 
and  general  counsel,  shall  constitute  an  executive  committee,  which  in 
addition  to  the  powers  hereinafter  conferred  upon  it,  shall  have  such 
other  powers  and  duties  as  shall  be  conferred  upon  it  by  the  board 
of  directors. 

Article  12.  Such  executive  committee  shall  have  power  to  em- 
ploy any  person,  or  persons,  to  serve  the  corporation  whom  it  may 
deem  desirable.  To  prescribe  the  terms  and  conditions  of  service,  and 
to  fix  and  determine  what  compensation,  if  any,  shall  be  paid  to  any 
officer,  director  or  employee  of  the  corporation. 


PIONEER  LIFE  OF  NORTH  DAKOTA. 


491 


Article  13.  The  board  of  directors  shall  have  to  appoint  and 
create  from  its  own  members,  a finance  committee,  or  any  other  com- 
mittee which  it  shall  consider  and  deem  advisable,  to  act  in  conduct- 
ing the  business  and  affairs  of  the  corporation,  and  such  board  of 
directors  are  hereby  authorized  to  prescribe  and  define  the  powers 
and  duties  of  such  finance  or  other  committee. 

Article  14.  The  treasurer  before  entering  upon  any  of  his  duties 
of  his  office  shall  execute  a bond,  with  a surety  company,  to  be  ap- 
proved by  the  board  of  directors,  in  a sum  not  less  than  twenty-five 
thousand  dollars  ($25,000)  the  exact  amount  of  which  shall  be  fixed 
by  the  board  of  directors.  Such  bond  shall  be  payable  to  the  corpora- 
tion, and  conditioned  for  the  faithful  discharge  of  his  duties  as 
treasurer. 

Article  15.  The  stockholders  shall  have  the  power  to  make  and 
adopt  by-laws,  for  the  regulation  of  the  affairs  of  the  corporation. 

Article  16.  The  private  property  of  the  stockholders  shall  not  be 
subject  to  the  payment  of  the  debts  of  the  corporation,  except  so  far 
as  expressly  made  so  by  the  laws  of  North  Dakota. 

Article  17.  The  corporation  will  commence  business  for  which  it 
is  organized  when  it  shall  have  complied  with  the  laws  of  the  State 
of  North  Dakota,  authorizing  it  to  do  so,  and  will  continue  for  a period 
of  thirty  years,  or  until  terminated  in  the  manner  provided  by  law. 

Article  18.  The  corporation  shall  do  business  in  the  United  States 
of  America,  and  where  else  it  may  deem  advisable. 

Article  19.  The  fiscal  year  of  this  corporation  shall  commence  on 
January  first  and  terminate  on  December  thirty-first  of  each  year. 


EXTRACTS  FROM  THE  BY-LAWS. 

Article  3.  Corporate  Powers. — Sec  i.  On  and  after  the  January,  1911,  stock- 
holders’ meeting,  the  corporate  powers  of  this  corporation,  other  than  those 
exeicised  by  the  corporation  itself,  acting  through  its  stockholders  at  the  reg- 
ular or  special  meetings  of  the  stockholders  of  this  corporation  held  in  accord- 
ance with  its  charter,  are  vested  in  and  shall  be  exercised  in  accordance  with 
the  charter  of  this  corporation  and  these  by-laws  adopted  by  the  stockholders 
thereof,  by  a board  of  fifteen  (15)  directors,  to  be  known  as  the  board  of 
directors  of  The  Pioneer  Life  Insurance  Company  of  North  Dakota,  and  until 
that  date  by  a board  of  twenty-one  (21)  directors. 

Article  4.  Qualifications  of  Directors. — Sec.  i.  No  person  shall  be  elected 
or  serve  as  a director  of  this  corporation  unless  he  is  the  owner  of  100  shares 
of  the  stock  thereof,  standing  in  his  own  name  on  the  books  of  the  corporation 
and  fully  paid  for. 


492 


CHARTERS  OF  LIFE  INSURANCE  COMPANIES. 


Article  5.  Officers. — Sec.  i.  The  officers  of  this  corporation  shall  consist 
of  a president,  first,  second  and  third  vice-president,  treasurer,  secretary,  man- 
ager of  agents,  general  counsel,  actuary,  medical  director  and  four  (4)  members 
of  its  finance  committee. 

Article  6.  Relating  to  General  Manager.. — Sec.  i.  The  office  known  as  gen- 
eral manager  in  the  articles  of  incorporation  of  this  corporation,  and  the  office 
known  as  the  manager  of  agents  of  this  corporation,  referred  to  in  these  by- 
laws, are  hereby  deemed  and  declared  to  be  the  one  and  the  same  office. 

Article  7.  Term  of  Office. — Sec.  i.  The  directors  named  in  article  3,  and 
officers  named  in  article  5 of  the  corporation,  shall  hold  office  for  one  (1) 
year  following  their  election  unless  removed  for  cause  and  until  their  successors 
are  elected  and  have  qualified. 

Article  8.  Compensation. — Sec.  i.  The  members  of  the  board  of  directors 
shall  receive  five  dollars  ($5.00)  per  diem  (one  full  day  as  minimum)  for 
attendance  at  each  legal  meeting  and  for  such  members  as  reside  away  from 
Fargo,  three  (3)  cents  per  mile  for  each  mile  actual  travel  to  and  from  such 
meeting,  and  hotel  expenses. 

Sec.  2.  The  board  of  directors  shall  fix  the  compensation  for  the  elective 
officers  or  delegate  the  fixing  of  the  same  to  their  executive  committees. 

Sec.  3.  The  executive  committee  shall  fix  the  compensation  for  such  minor 
employees  of  this  corporation  as  may  be  employed  under  authority  of  the  board 
of  directors  acting  through  its  executive  committee  in  carrying  on  the  business 
of  this  corporation. 

Sec.  4.  These  fixed  compensations  shall  be  paid  monthly  by  the  usual  war- 
rant drawn  on  the  treasurer  of  the  corporation  by  its  secretary  when  counter- 
signed by  the  president  without  further  action  being  taken. 

Article  9.  Elections. — Sec.  i.  The  directors  of  this  corporation  shall  be 
elected  at  the  annual  stockholders’  meeting  of  the  company  or  at  any  adjourned 
meeting  thereof. 

Sec.  2.  The  officers  provided  for  in  article  5 shall  be  elected  by  the  board 
of  directors  at  the  first  meeting  of  the  board  held  for  organization  immediately 
after  the  annual  meeting  of  the  stockholders  of  the  corporation  at  which  they 
themselves  are  elected,  and  after  new  members  of  the  board  have  qualified  and 
accepted  office. 

Sec.  4.  At  each  stockholders’  meeting,  each  stockholder  shall  be  entitled 
to  one  vote  for  each  share  of  stock  held,  owned  and  of  record  in  his  name  on 
the  books  of  this  corporation,  at  least  ten  (10)  days  prior  to  the  meeting, 
which  vote  may  be  cast  by  himself  in  person  or  by  written  proxy. 

Sec.  5.  The  election  of  the  board  of  directors  shall  be  by  ballot  and  a 
majority  of  the  votes  cast  shall  determine  the  election. 

Article  10.  Meetings. — Sec.  i.  The  annual  meeting  of  this  corporation  shall 
be  held  at  the  corporation’s  office,  in  Fargo,  North  Dakota,  on  the  first  Tuesday 
after  the  first  Monday  of  each  year  in  the  month  of  January.  Notice  of  which 
meeting  shall  be  given  by  notice  printed  twice  in  a newspaper,  as  provided 
by  the  charter. 

Sec.  2.  At  all  meetings  of  the  stockholders  of  this  corporation  a majority 
of  the  shares  of  the  stock  of  the  corporation  must  be  represented  in  person 


PIONEER  LIFE  OF  NORTH  DAKOTA. 


493 


or  by  proxy  to  constitute  a quorum  entitled  to  transact  business,  but  those 
present  may  adjourn  from  day  to  day  until  a quorum  shall  be  present;  such 
adjournment  being  noted  on  the  minute  book  of  the  corporation. 

Sec.  3.  A special  meeting  of  the  stockholders  of  this  corporation  may  be 
called  for  any  purpose  by  the  president  or  by  a resolution  of  the  board  of 
directors  adopted  at  any  meeting  of  the  board  of  directors  themselves,  or  by 
written  request  of  stockholders  holding  at  least  one-third  of  the  capital  stock 
of  this  corporation;  which  call  for  a special  meeting  of  stockholders  shall  be 
addressed  in  writing  to  the  secretary  who  must  thereupon  give  notice  of  the 
time,  place  and  general  object  of  the  meeting  and  by  whose  order  it  was  called. 
Such  notice  shall  be  enclosed  in  an  envelope  with  the  necessary  postage 
thereon,  which  envelope  duly  sealed  shall  be  addressed  to  each  stockholder 
at  his  last  known  postoffice  address  and  placed  in  the  United  States  postoffice 
at  Fargo,  at  least  fifteen  (15)  days  before  such  meeting  shall  take  place,  which 
service  shall  be  duly  proved  by  a certificate  signed  by  the  secretary  of  this 
corporation  and  entered  in  the  minute  book  of  said  corporation  along  with  the 
minutes  of  the  meeting. 

Sec.  4.  To  exercise  the  right  to  vote  by  proxy  at  any  legal  meeting  of  the 
corporation,  the  person  exercising  the  right  must  piesent  to  the  clerk  of  the 
stockholders’  meeting  a power  in  writing,  executed  by  the  stockholder  he 
claims  the  right  to  represent,  in  the  presence  of  one  witness,  designating  such 
person  to  exercise  his  right  in  his  name,  place  and  stead  to  vote  at  such  meeting 
such  number  of  shares  of  his  stock  as  he  may  designate.  Should  a stock 
holder  designate  any  officer  of  the  corporation  to  exercise  his  right  to  vote,  the 
vote  upon  any  question  of  for  any  director  of  such  share  or  shares  of  stock 
shall  be  recorded  in  accordance  with  the  action  taken  by  the  majority  of  the 
stockholders  present  in  person,  or  present  by  proxy  to  a person  not  an  officer 
of  this  corporation.  The  votes  of  stockholders  shall  be  counted  for  directors 
in  accordance  with  the  rule  fixed  by  the  charter  of  this  corporation. 

Sec.  5.  The  board  of  directors  shall  hold  one  (1)  regular  meeting  of  the 
board  in  each  year,  no  notice  of  which  need  be  given  other  than  by  this  by-law, 
to  wit : On  the  first  Tuesday  after  the  first  Monday  in  each  year  in  the  month 
of  January,  at  the  hour  of  ten  (10)  o’clock  a.  m.,  on  said  day,  provided,  however, 
that  at  the  meeting  of  the  board  adjournment  shall  be  taken  until  the  stock- 
holders’ meeting,  held  on  that  day  has  adjourned,  when  the  meeting  of  the  board 
of  directors  shall  immediately  take  place. 

Sec.  6.  A special  meeting  of  the  board  of  directors  may  be  held  at  any  time 
when  called  by  three  members  thereof  or  by  the  president,  treasurer  or  general 
counsel  of  this  corporation,  which  request  shall  be  made  in  writing  and  filed 
with  the  secretary,  who  upon  receipt  thereof,  shall  give  to  each  member  of  the 
board  of  directors  five  (5)  days’  notice  in  writing,  requesting  such  director 
to  be  present  at  such  special  meeting  of  the  board  of  directors,  giving  the  hour 
and  day  thereof,  placing  such  notice  in  an  envelope  directed  to  the  director 
at  his  last  known  postoffice  address,  placing  the  proper  postage  thereon  and 
depositing  the  same  in  the  postoffice  in  the  city  of  Fargo,  so  that  five  (5)  full 
days  elapse  between  such  day  and  the  day  of  meeting,  which  service  shall  be 
certified  to  by  the  secretary  upon  the  minute  book  of  the  directors,  with  the 
action  taken  at  such  special  meeting. 


494 


CHARTERS  OF  LIFE  INSURANCE  COMPANIES. 


Sec.  7.  Meetings  of  the  executive  committee  shall  be  held  at  the  general 
office  of  the  corporation.  The  regular  meeting  on  Wednesday  of  each  week 
at  the  hour  of  ten  (10)  o’clock  a.  m.,  without  further  notice  being  given  thereof, 
and  such  special  meetings  as  the  exigencies  of  the  business  warrant;  which 
special  meetings  may  be  called  by  any  member  thereof  at  any  hour  between 
the  hours  of  nine  in  the  forenoon  and  eight  in  the  afternoon  by  requesting, 
personally,  each  other  members  of  the  committee  to  be  present,  or  requesting 
in  writing  that  the  secretary  of  the  corporation  give  each  member  of  the 
committee  twenty-four  hours’  notice  of  a meeting  called  at  an  hour  and  day 
specified  in  such  request,  and  it  is  hereby  made  the  duty  of  the  secretary  to 
give  such  notice  in  compliance  with  such  request,  and,  provided,  however,  that 
a meeting  of  the  executive  committee  can  be  held  at  any  time  at  the  office  of  the 
corporation  when  all  its  members  are  present  in  person. 

Sec.  8.  The  seven  (7)  members  of  the  finance  committee,  according  to  section 
13,  shall,  at  all  times,  constitute  a quorum  for  the  transaction  of  business. 

Sec.  9.  All  meetings  of  the  finance  committee  shall  be  regular  when  called 
and  held  as  follows,  to  wit : Any  member  of  the  finance  committee  may  call  a 

meeting  thereof  by  requesting  the  secretary,  in  writing,  to  notify  the  members 
of  such  committee  to  be  present  at  the  corporation’s  office  at  an  hour  on  the 
following  day,  between  nine  o’clock  in  the  forenoon  and  eight  o’clock  in  the 
evening  of  said  day;  which  request  and  how  noticed  shall  be  entered  on  the 
minute  book  of  this  committee,  together  with  proceedings  had  at  such  meeting, 
when  all  members  thereof  are  not  present  in  person  at  the  meeting  so  called; 
and,  provided,  however,  that  a meeting  of  the  finance  committee  can  be  held 
at  any  time  at  the  office  of  the  corporation  when  all  its  members  are  present 
in  person. 

Sec.  10.  Any  meeting  of  the  committee  constituted  to  examine  and  pass 
on  death  claims,  constituted  by  article  15,  or  any  meeting  of  the  executive  com- 
mittee and  the  finance  committee  of  the  board  of  directors  of  this  corporation 
acting  jointly,  shall  be  regular  when  held  in  the  general  office  of  the  corpora- 
tion between  the  hours  of  nine  a.  m.  and  eight  o’clock  p.  m.,  upon  any  day, 
when  regularly  called  by  the  secretary  in  the  following  manner : The  secretary 

shall  serve  a notice  of  the  hour  and  day  upon  which  said  meeting  shall  be 
held  upon  each  member  of  the  joint  committee  personally,  at  least  twenty- 
four  (24)  hours  before  said  meeting  shall  take  place ; which  notice  and  service 
made  upon  each  member  shall  appear  in  the  records  kept  by  the  secretary, 
together  with  the  action  taken  at  such  meeting.  Five  (5)  members  of  joint 
committee  shall  constitute  a quorum  to  transact  business. 

Article  ii.  Board  of  Directors. — Sec.  i.  The  board  of  directors  shall  have 
the  controlling  management  of  the  officers  and  of  the  funds  .of  the  corporation; 
they  shall  have  power  to  adopt  such  rules  as  they  shall  deem  expedient  and 
not  inconsistent  with  the  by-laws  of  this  corporation  or  the  laws  of  the  United 
States  and  the  State  of  North  Dakota,  for  the  government  of  themselves, 
officers  and  employees  of  the  company,  and  for  the  general  management  of 
its  business. 

Sec.  2.  Vacancies  in  the  board  of  directors  caused  by  death,  removal  or 
otherwise,  may  be  filled  by  the  remaining  directors  until  the  next  annual 
meeting. 


PIONEER  LIFE  OF  NORTH  DAKOTA. 


495 


Sec.  3.  Eleven  (11)  members  of  the  board  of  directors  shall  constitute  a 
quorum  for  the  transaction  of  business  until  annual  meeting  in  January,  1911, 
and  thereafter  eight  (8)  members  of  the  board  of  directors  shall  constitute 
a quorum. 

Article  12.  The  Executive  Committee. — Sec.  i.  An  executive  committee  of 
five  (5)  membeis  of  the  board  of  directors  to  carry  into  force  and  effect  the 
daily  operations  of  this  corporation  under  the  general  direction  of  its  board 
of  directors,  is  hereby  constituted,  to  wit : president,  secretary,  treasurer, 
medical  director  and  general  counsel. 

Sec.  2.  To  authorize  such  executive  committee  to  transact  any  business,  a 
meeting  of  the  committee  must  be  regularly  called  and  held  and  three  (3) 
members  thereof  be  present  and  constitute  a quorum. 

Sec.  3.  Subject  to  revision  and  approval  of  the  board  of  directors,  at  any 
meeting  at  which  all  members  of  the  executive  committee  are  present,  the 
committee  may  make  rules  and  regulations  and  amend  and  modify  those  already 
adopted,  for  its  own  government  consistent  with  these  by-laws  and  the  law  of  the 
land ; which  rules  and  regulations  shall  be  entered  in  writing  in  the  minute  book 
of  the  transactions  of  the  executive  committee  and  any  other  action  taken  by  the 
committee  when  all  its  members  are  not  present,  must  be  within  the  scope  of 
such  rules  and  regulations. 

Sec.  4.  The  executive  committee  may  create  the  following  minor  offices 
of  this  corporation,  prescribe  the  duties  of  the  same,  term  of  service  when 
not  prescribed  by  these  by-laws,  fix  the  compensation  and  select  the  in- 
cumbents, to  wit : cashier  or  assistant  treasurer,  assistant  secretary,  assistant 
medical  director,  assistant  general  counsel ; provided,  however,  the  assistant 
medical  director  shall  be  nominated  by  the  medical  director ; the  cashier  or 
assistant  treasurer  by  the  treasurer;  the  assistant  secretary  by  the  secretary;  the 
assistant  general  counsel  by  the  general  counsel  of  the  corporation. 

Sec.  5.  The  executive  committee  shall,  within  the  limitation  of  the  charter 
of  this  corporation  and  by  its  by-laws,  and  the  rules  and  resolutions  adopted 
by  its  board  of  directors  for  the  government  of  this  corporation,  have  control 
of  the  general  business  and  property  of  this  corporation  and  of  the  employees 
thereof ; shall  authorize  the  contracts  relating  to  its  risks  of  insurance  to  be 
made  and  taken  by  the  corporation ; its  contracts  to  be  made  with  agents ; 
shall  procure  and  maintain  suitable  offices  for  the  corporation  and  authorize 
the  purchase  of  necessary  furniture  and  fixtures  therefor;  shall  authorize  the 
necessary  advertising  of  the  corporation’s  business  and  shall  authorize  such 
expenditure  for  stationery,  books,  forms  and  blanks  as  the  business  of  the 
corporation  may  require;  shall  have  power  to  authorize  the  release  of  mort- 
gage upon  the  payment  thereof ; shall  authorize  the  sale  of  real  estate  and 
personal  property  acquired  in  the  collection  of  indebtedness  due  the  corpora- 
tion or  otherwise  and  authorize  the  president  and  secretary  to  convey  the  same 
upon  terms  this  committee  deem  just  and  proper;  shall  have  power  to  authorize 
the  president  and  secretary  to  draw  usual  warrants  of  the  corporation  in 
payment  of  bills  and  the  debts  of  the  corporation,  or  ratify  the  same  and  in 
their  discretion  and  by  unanimous  vote  of  all  its  members,  to  borrow  money 
not  exceeding  in  amount  $10,000.00  for  temporary  uses.  It  shall  have  power 
to  authorize  the  commencing  of  law  suits  to  support  the  corporation’s  claims 


496  CHARTERS  OF  LIFE  INSURANCE  COMPANIES. 

against  third  parties  and  to  employ  counsel,  and  to  defend  suits  against  the 
corporation  and  incur  expense  incident  thereto. 

Sec.  7.  In  case  of  vacancy  in  the  office  of  president,  vice-president,  second 
vice-president,  secretary,  medical  director,  treasurer,  general  counsel,  actuary 
or  manager  of  agents,  occurring  during  the  interim  between  regular  meetings 
of  the  board  of  directors,  the  executive  committee  shall  have  power  to  nom- 
inate and  appoint  some  person  to  fill  such  office  pro  tempore  until  the  next 
meeting  of  the  board  of  directors  shall  take  place,  and  the  officer  so  appointed 
shall  have  power,  while  so  acting  pro  tempore,  to  perform  all  the  duties  of  the 
officers  in  whose  stead  he  was  appointed  and  in  temporarily  acting,  and  during 
such  appointment  shall  sign  his  name  as  such  officer,  pro  tempore. 

Sec.  8.  The  president  of  this  corporation  shall  give  notice  to  the  executive 
committee  of  sales  to  be  made  under  foreclosure  of  mortgages  or  trust  deeds. 
The  president,  or  if  he  is  unable  to  attend,  some  other  person  designated  by  him 
shall  be  present  to  protect  the  interest  of  the  corporation  at  such  sale. 

Sec.  9.  The  form  of  policies  of  insurance  to  be  issued  and  the  modes  of 
payment  of  premiums,  the  table  of  rates  of  insurance,  the  issuance  of  new 
forms  of  policies  shall  be  determined  and  may  from  time  to  time  be  altered 
by  the  executive  committee. 

Article  13.  The  Finance  Committee.' — Sec.  i.  The  finance  committee  of  seven 
(7)  members  of  the  board  of  directors  is  hereby  constituted,  of  which  the 
president,  secretary  and  treasurer  shall  be  ex-officio  members,  and  the  four  (4) 
members  elected  by  the  board  of  directors  at  the  annual  meeting  first  held 
after  the  annual  meeting  of  the  stockholders  of  the  corporation.  Such  other 
members  of  this  committee  shall  be  directors  but  not  officers  of  this  corporation. 
In  the  absence  of  any  member  of  the  committee,  the  president,  or  in  his 
absence,  the  chairman,  or  in  his  absence,  the  secretary  is  hereby  authorized 
to  call  in  some  other  member  of  the  board  of  directors  to  act  in  the  stead 
of  the  regular  member  of  this  committee  at  that  particular  meeting,  which 
action  shall  be  entered  upon  the  minute  book  to  be  kept  by  this  committee. 

Sec.  2.  The  treasurer  of  this  corporation  shall  be  the  chairman  of  the  finance 
committee. 

Sec.  3.  The  finance  committee,  within  the  limitations  of  the  charter  of  this 
corporation  and  its  by-laws,  and  the  rules  and  resolutions  adopted  by  its  board 
of  directors,  for  the  government  of  this  corporation  as  laid  down,  shall  have 
in  its  charge  and  control  the  corporation’s  assets  and  surplus ; have  authority 
to  invest  the  same  at  a rate  of  interest  satisfactory  to  the  committee  and  on 
such  terms  as  meet  with  its  approval;  specify  within  the  provisions  of  the 
charter  of  this  corporation,  what  investments  shall  be  made ; authorize  the 
purchase  of  bonds  or  other  securities  and  exercise  such  power  as  may  be 
deemed  expedient  and  given  it  by  any  resolution  adopted  by  the  board  of 
directors  of  this  corporation.  The  books,  papers,  evidence  of  indebtedness, 
to  the  coiporation,  stocks  and  bonds  evidencing  the  assets  and  surplus  of  this 
corporation,  shall  be  in  the  safekeeping  of  this  committee,  which  shall  adopt 
rules  and  regulations  in  regard  to  protecting  same  against  theft,  accidents, 
file  and  the  like. 

Sec.  4.  The  president  and  secretary  are  authorized  to  draw  the  usual  warrant 
disbursing  the  funds  of  this  corporation  in  the  hands  of  the  treasurer  in 


PIONEER  LIFE  OF  NORTH  DAKOTA. 


497 


accordance  with  any  resolution  adopted  by  this  committee  and  pay  for  any 
securities  of  any  kind  or  nature,  the  purchase  of  which  has  been  authorized 
by  this  committee  at  any  regular  meeting  thereof. 

Sec.  6.  All  investments  of  every  kmd,  nature  and  description  of  the  assets 
and  surplus  of  this  corporation,  and  all  real  estate  acquired  by  it,  shall  be 
made  in  the  name  of  The  Pioneer  Life  Insurance  Company  of  North  Dakota, 
except  such  as  the  charter  of  this  corporation  may  otherwise  direct. 

Sec.  7.  Transfers  of  stock,  bonds  other  public  securities  and  the  assign- 
ment of  all  mortgages  shall  be  made  by  the  president  and  secretary  whenever 
directed  by  the  finance  committee  so  to  do. 

Sec.  8.  No  loan  of  the  corporation’s  funds  upon  real  estate  security  shall 
be  purchased  or  made  unless  the  property  proposed  for  security  is  reasonably 
worth  twice  the  amount  of  the  loan  and  is  free  and  clear  from  any  and  all 
encumbrances,  whatever,  and  in  the  purchase  of  all  securities  the  finance  com- 
mittee shall  by  resolution,  provide  under  what  conditions  precedent  in  each 
case  the  money  of  the  corporation  shall  be  paid  out  in  settlement  therefor. 
Provided,  however,  the  finance  committee  may  authorize  the  purchase  of  a 
second  mortgage  on  real  estate  of  other  personal  property  in  the  settlement 
of  accounts  with  the  agents  of  this  corporation  engaged  in  soliciting  applica- 
tions for  insurance. 

Sec.  9.  The  finance  committee  may  in  their  discretion  waive  in  their  re- 
quirements in  lespect  to  abstracts  of  title,  and  accept  insurance  of  titles  of 
real  estate  offered  as  security  for  loans  under  indemnity  contracts  when  issued 
by  responsible  title  insurance  corporations. 

Article  14.  Special  Committee  to  Examine  the  Corporation’s  Affairs. — 
Sec.  1.  In  the  month  of  December  in  each  year  the  accounts  and  assets  of 
the  corporation  debts  contracted,  and  unpaid,  and  contracts  with  agents  shall 
be  examined  by  a special  committee  of  three  (3)  stockholders,  not  members 
of  the  finance  or  executive  committee,  whose  report  shall  be  read  at  the  following 
annual  meeting  of  the  stockholders  and  placed  on  the  minutes. 

Sec.  2.  Said  committee  shall  be  elected  by  the  stockholders  at  any  regular 
or  special  meeting.  The  names  thereof  shall  be  reported  and  certified  to  the 
president  of  this  corporation  on  or  before  the  first  day  of  November  of  each 
year.  In  case  of  the  failure  of  the  stockholders  to  select  said  committee  and 
report  same  as  herein  provided,  the  president  shall  appoint  said  committee  on 
or  before  December  1st  following,  and  notify  such  stockholders  of  their 
appointment.  The  president  shall  have  power  to  fill  any  vacancies  arising  in 
said  committee. 

Article  16.  Loans. — Sec.  i.  The  executive  committee  and  the  finance  com- 
mittee of  the  board  of  directors  of  this  corporation  acting  jointly,  may  establish 
a loan  department  to  carry  on  the  business  of  investigating  the  funds  of 
this  corporation  in  real  estate  first  mortgage  loans ; prescribe  the  rules  of 
conduct  for  such  department,  the  forms  of  applications  for  loans  to  be  taken 
and  the  blank  forms  of  the  papers  used  in  evidencing  such  transactions ; pre- 
scribe the  officer  of  the  corporation  in  the  immediate  control  of  such  depart- 
ment; decide  upon  the  help  required  to  conduct  the  same  and  fix  their 
compensation. 


498  CHARTERS  OF  LIFE  INSURANCE  COMPANIES. 

Article  17.  Duties  of  the  President.  Sec.  i.  The  president  shall  have 
general  supervision  of  the  business  of  the  corporation  and  shall  preside  at 
all  meetings  of  the  corporation  and  the  board  of  directors  and  the  executive 
committee  and  shall  be  a member  ex-officio  of  all  committees ; he  shall  appoint 
all  special  committees,  unless  otherwise  ordered  by  the  board  of  directors, 
and  shall  authorize  the  secretary  to  call  such  meeting  of  the  board  of  direc- 
tors at  any  time  he  or  any  eight  (8)  members  of  the  board  of  directors  may 
request  in  writing,  and  perform  such  other  duties  as  may  be  required  by  the 
board  of  directors. 

Sec.  2.  In  all  cases  in  which  agents  and  employees  are  not  made  subject 
to  the  directions  and  instructions  of  any  other  officer,  by  the  by-laws,  rules 
or  regulations  of  the  corporation,  they  shall  obey  the  orders  and  instructions 
of  the  president. 

Article  30.  How  Officers  May  be  Removed.  Sec.  i.  Any  officer  or 
director  may  be  removed  for  failure  to  perform  his  duties  by  a vote  of 
three-fifths  of  the  members  of  the  board  of  directors,  at  any  regular  or 
special  meeting  of  the  board  of  directors,  provided,  first,  that  ten  (10)  days 
written  notice  - shall  be  given  to  such  officer  that  proceedings  of  his  removal 
will  be  commenced  at  such  meeting;  and  the  reason  for  such  action  must 
be  stated,  and  the  names  of  the  person  or  persons  bringing  said  charge ; 
second,  that  said  officer  shall  be  reimbursed  for  any  amount  that  may  be 
due  him  for  money  advanced  to  the  corporation  or  for  services  rendered. 

Article  31.  Stock.  Sec.  i.  The  corporation  shall  provide  and  keep  a stock 
register  showing  each  stockholder  of  the  corporation  and  the  number  of  shares 
owned  and  controlled  by  him,  which  stock  register  shall  be  under  the  control 
of  the  treasurer  of  the  corporation.  The  corporation  shall  provide  a book 
of  stock  certificates  to  be  used  in  evidencing  the  ownership  of  its  stock  by 
individuals,  which  book  shall  be  in  the  control  and  custody  of  the  treasurer 
of  the  corporation,  and  authority  is  hereby  delegated  to  the  treasurer  to  issue 
such  certificates  of  stock  upon  full  payment  thereof.  Such  certificates  of  stock 
shall  state  the  number  of  shares  represented  therein  and  that  the  certificate 
is  transferable  only  on  the  books  of  the  corporation  by  surrender  of  the 
certificate  and  the  endorsement  thereof  under  the  hand  of  the  person  to  whom 
such  certificate  is  issued,  executed  in  the  presence  of  two  witnesses  and  that 
said  certificate  is  subject  to  the  by-laws  and  the  terms  and  conditions  con- 
tained in  the  application  made  therefor,  which  said  by-laws  and  applications 
shall  be  a part  of  said  certificate  by  reference.  Stock  certificates  shall  be 
signed  by  the  president  and  secretary  and  countersigned  by  the  treasurer. 

Article  32.  Transfer  of  Stock.  Sec.  i.  It  shall  be  unlawful  for  an 
officer  of  this  corporation  to  transfer  any  stock  on  the  books  of  this  cor- 
poration belonging  to  any  individual  who  is  indebted  to  this  corporation  for 
any  reason  whatsoever,  unless  such  indebtedness  to  this  corporation  be  first 
paid,  provided  however  that  this  shall  not  apply  to  any  individual  owing 
this  corporation  for  money  loaned  him  evidenced  by  written  contract  author- 
ized by  the  corporation  itself  in  accordance  with  these  by-laws. 

Sec.  2.  The  stock  of  this  company  shall  be  transferable  only  on  the  books 
of  this  corporation.  The  secretary  of  this  corporation,  upon  demand  at  any 


PIONEER  LIFE  OF  NORTH  DAKOTA. 


499 


time  other  than  ten  days  previous  to  the  annual  or  semi-annual  meeting  of 
the  stockholders  as  herein  provided,  and  the  tender  to  him  of  the  certificates 
of  stock  to  be  transferred  together  with  a request  in  writing  executed  by 
the  present  stockholder  in  the  presence  of  two  witnesses  naming  the  person 
or  persons  to  whom  the  stock  is  transferable,  shall  cancel  of  record  the  out- 
standing stock  and  issue  to  such  new  stockholder  or  stockholders  new  cer- 
tificates of  stock  executed  by  the  officers  required  by  these  by-laws  to  attest 
the  issuance  of  stock  in  this  corporation. 

Sec.  4.  No  person  or  corporation  shall  at  any  time  be  allowed  to  have, 
own  or  hold  more  than  five  hundred  (500)  shares  of  the  capital  stock  of  this 
corporation,  par  value  of  over  five  thousand  dollars  ($5,000). 

Sec.  5.  If  any  person  or  corporation  should  purchase  stock  from  others 
to  the  amount  in  excess  of  section  4,  article  32,  the  secretary  is  hereby 
instructed  and  ordered  not  to  allow  the  person  or  corporation  holding  same 
to  vote  on  any  subject  or  at  any  election  for  more  than  five  hundred  (500) 
shares,  as  set  forth  in  section  4 of  this  article. 

Article  35.  Amount  of  Risk  and  Reinsurance.  Sec.  i.  No  risk  shall  be 
carried  on  any  one  life  for  more  than  ten  thousand  dollars  ($10,000). 

Sec.  2.  Applications  can  be  received  and  policies  written  for  a larger  amount, 
but  this  corporation’s  liability  shall  not  exceed  the  amount  set  forth,  as  the  over 
insurance  shall  be  at  once  reinsured  in  some  life  insurance  company  that  is 
at  the  time  of  the  application,  writing  business  in  the  State  of  North  Dakota, 
and  is  licensed  by  the  insurance  commissioner  of  that  State. 

Article  36.  Interest.  Sec.  i.  No  interest  on  matured  principal  shall  be 
allowed  overdue  longer  than  three  (3)  months,  or  any  note  or  bond  and 
mortgage  to  the  corporation,  without  proceedings  being  directed  by  the 
executive  committee,  unless  the  finance  committee  shall  authorize  an  extension. 

Article  37.  Commissions  on  Loans.  Sec.  i.  No  commissions  direct  or 
indirect,  shall  be  received  by  any  director,  officer,  agent  or  employee  of 
this  corporation  (other  than  an  agent  employed  and  paid  solely  upon  a 
commission  basis)  for  the  procuring  of  applications  for  insurance  or  for  his 
assistance  in  the  procuring  of  any  loan  or  loans,  bonds,  stocks  or  securities 
of  any  kind  for  this  corporation  in  which  to  invest  its  assets. 

Sec.  2.  No  loans  of  the  funds  of  this  corporation  shall  be  made  to  a director 
or  officers  of  this  corporation. 

Article  38.  Payment  of  Moneys.  Sec.  i.  Other  than  the  investments  of 
corporate  assets  by  order  of  the  finance  committee,  the  money  and  funds 
of  the  corporation  shall  be  paid  out  only  on  the  authority  therefor,  exercised 
by  the  board  of  directors  of  the  executive  committee,  where  the  amount 
exceeds  that  of  one  thousand  dollars  ($1,000). 

Article  39.  Surplus;  Dividends;  Profits.  Sec.  i.  The  directors  shall 
annually  set  aside  from  the  earnings  of  the  corporation  such  an  amount  of 
money  as  they  may  deem  necessary  and  advisable  for  the  business  and 
expense  of  the  corporation ; and  the  remainder  of  the  earnings  and  the  profits 
of  the  corporation  after  all  expenses  and  all  other  amounts  that  they  may 
deem  necessary  for  the  maintenance  of  the  corporation’s  business  are  paid 


5°° 


CHARTERS  OF  LIFE  INSURANCE  COMPANIES. 


and  accounted  for,  shall  be  paid  as  dividends  to  the  stockholders  of  record 
at  a given  date  whose  shares  have  been  paid  for  in  full  in  cash  or  who 
have  complied  with  all  the  terms  and  conditions  of  their  certificates  of  shares 
and  their  applications  made  therefor.  No  dividends  shall  be  paid  on  any 
shares  of  stock,  except  as  above  set  forth.  This  article  is  subject  to  the  laws 
of  North  Dakota  regulating  stock  dividends. 

Article  41.  Financial.  Sec.  i.  In  all  transactions  with  the  treasury  depart- 
ment of  the  United  States,  or  with  any  department  of  this  state,  or  with 
any  department  of  any  state  in  which  this  corporation  is  authorized  to  do 
business,  the  president,  secretary  and  treasurer,  each  or  any  of  them,  is  hereby 
authorized  to  receive  and  give  receipts  for  all  moneys  due  and  payable  to 
this  corporation  and  to  endorse  checks  and  drafts  in  its  name  on  its  behalf 
and  full  discharge  for  the  same  to  give. 

Sec.  2.  No  moneys  can  be  withdrawn  from  any  bank  or  any  other  custodian 
of  the  funds  of  the  corporation  in  the  office  or  elsewhere  except  for  the 
use  of  the  corporation  and  upon  the  signature  of  the  president  or  vice- 
president  and  the  treasurer  or  secretary,  but  any  one  of  them  may  endorse 
for  deposit  or  collection  of  checks  or  drafts  for  money  made  payable  to  the 
order  of  this  corporation. 

Article  42.  Transfers  of  Property.  Sec.  i.  Transfers  of  securities  of 
every7  kind,  nature  and  description,  purchased  for  and  held  by  this  corpora- 
tion and  the  transfer  of  any  real  estate  acquired  and  owned  by  it,  and  all 
releases  of  mortgages  or  receipts  for  final  payment  of  any  securities  what- 
ever, when  authorized  to  be  made  for  and  in  the  name  of  this  corporation 
shall  be  evidenced  by  the  joint  signatures  of  the  president  or  vice-president 
and  the  secretary  or  treasurer. 

Article  44.  Travel  and  Per  Diem  Allowances.  Sec.  i.  All  members  of 
committees,  except  salaried  officers  who  are  members  of  the  finance  or  other 
committees,  shall  be  allowed  travel  and  per  diem  allowances  as  in  article 
8 section  1. 

Article  46.  Amendments.  Sec.  i.  Without  previous  notices  being  given, 
the  by-laws  of  this  corporation  may  be  amended  or  altered  or  new  ones  adopted 
at  any  annual  meeting  of  the  stockholders  of  this  corporation  by  a majority 
vote  of  the  holders  of  subscribed  capital,  and  may  be  amended,  altered  or 
new  ones  adopted  at  any  duly  called  special  meeting  of  the  stockholders, 
provided,  that  thirty  (30)  days  notice  in  writing  of  such  proposed  amend- 
ment or  alteration  shall  have  been  given  each  stockholder,  by  prepaid  mail 
to  his  last  known  address  or  personally  by  the  secretary,  and  such  notice 
shall  contain  a copy  of  such  amendments  or  alterations,  and  shall  also  set 
forth  the  time  and  place  of  the  meeting  at  which  the  same  will  be  considered. 

I hereby  certify  that  the  above  by-laws  are  correct  and  are  the  same  as 
were  amended,  approved  and  authorized  by  the  stockholders  of  the  Pioneer 
Life  Insurance  Company  of  North  Dakota  in  session  May  4th,  1910. 


PITTSBURGH  LIFE  AND  TRUST. 


501 


PITTSBURGH  LIFE  AND  TRUST  COMPANY. 


EXTRACTS  FROM  THE  BY-LAWS. 

Article  i.  Stockholders’  Meetings.  Sec.  i.  The  annual  meeting  of  the 
stockholders  for  the  election  of  such  a number  of  directors  as  shall  be 
determined  by  such  annual  meeting,  not  however  exceeding  twenty-five  nor 
less  than  seven,  and  the  transaction  of  such  other  business  as  may  come 
before  the  meeting,  shall  be  held  at  the  principal  offices  of  the  company  in 
the  city  of  Pittsburgh,  Pa.,  on  the  second  Wednesday  of  January  in  each 
year  at  three  o’clock  p.  m. 

Sec.  2.  All  elections  shall  be  by  ballot,  and  the  polls  shall  be  open  for 
balloting  for  one-half  hour  beginning  as  soon  after  the  meeting  is  called 
to  order  as  may  be  convenient.  Three  judges  of  election  (no  one  of  whom 
shall  be  a candidate  for  office  of  director)  shall  be  elected  by  the  meeting, 
and  before  proceeding  to  the  discharge  of  their  duties,  shall  make  and  sub- 
scribe an  affidavit  faithfully  and  justly  to  conduct  such  election  and  to  make 
a true  report  thereof  to  the  officers  of  the  meeting. 

Article  2.  Directors’  Meetings.  Sec.  2.  The  directors  shall  hold  their 
regular  meetings  quarterly  at  the  principal  offices  of  the  company  on  the 
second  Wednesday  in  January,  April,  July,  and  October  at  three  o’clock  p.  m. 
Seven  members  of  the  board  shall  constitute  a quorum  for  the  transaction 
of  business,  other  than  the  division  of  surplus,  as  provided  in  article  10, 
section  1. 

Article  4.  Duties  of  Officers.  Sec.  i.  The  president  shall  preside  at  all 
meetings  of  the  directors  and  shall  be  ex-officio  a member  of  all  standing 
committees  (except  the  auditing  committee).  He  shall  have  general  super- 
vision of  the  business  and  estate  of  the  company,  and  shall  report  from  time 
to  time  to  the  board  or  executive  committee,  and  keep  them  advised  of  all 
business  of  the  company,  and  shall  prepare  a report  for  the  annual  meeting 
of  the  stockholders,  which  shall  be  presented  to  the  board  for  approval  before 
being  submitted  to  the  stockholders.  He  may,  with  the  duly  recorded  assent 
of  the  finance  committee,  transfer  stocks,  satisfy  mortgages,  make  and  call 
in  investments  and  execute  other  conveyances  of  personal  property,  and,  in 
conjunction  witli  the  secretary,  shall  execute  all  contracts,  policies  and  other 
papers  necessary  to  the  transaction  of  business  of  the  company,  and  in  gen- 
eral shall  have  the  power  to  do  all  the  acts  necessary  and  proper  as  the 
chief  executive  officer  of  the  corporation. 

Article  5.  Committees.  Sec.  i.  The  following  standing  committees  shall 
annually  be  elected  by  the  board  of  directors,  and  shall  hold  office  for  one 
year  (subject  to  removal  at  any  time  by  the  board  of  directors),  and  until 
the  election  of  their  successors,  viz : 

A.  An  executive  committee  to  consist  of  one  of  the  vice-presidents  (who 
shall  be  chairman,  and  eight  (8)  directors.  (See  page  280.) 

Article  6.  Sec.  3.  It  shall  be  the  duty  of  the  auditing  committee  to  employ 
the  insurance  commissioner  of  one  of  the  states  in  which  the  company  is 


502 


CHAPTERS  OF  LIFE  INSURANCE  COMPANIES. 


transacting  business,  or  some  other  competent  person  to  examine  the  books 
and  assets  of  the  company  at  least  once  in  each  year,  and  the  said  person 
or  persons  so  employed  shall  certify  the  facts  to  the  auditing  committee,  and. 
the  auditing  committee  shall  submit  them  to  the  board. 

Article  8.  Real  Estate.  Sec.  i.  All  transfers  and  conveyances  of  real 
estate  shall  be  made  by  the  company  under  the  seal  thereof,  in  accordance 
with  an  order  of  the  board,  and  shall  be  signed  by  the  president  and  secre- 
tary; or  by  the  proper  vice-president  and  assistant  secretary,  in  their  absence. 


THE  PROVIDENT  LIFE  AND  TRUST  COMPANY. 


EXTRACTS  FROM  THE  BY-LAWS. 

Sec.  ii.  Amend  second  and  third  paragraphs  on  page  297  to  read: 

The  duty  of  the  committee  on  finance  and  accounts  shall  be  to  supervise 
and  control  the  investments  of  the  company  and  investments  for  trust  accounts,, 
except  the  investments  in  mortgages  and  ground  rents  for  the  company  and 
for  trust  accounts.  They  shall  exhibit  minutes  of  their  proceedings  to  the 
board  monthly. 

The  duty  of  the  committee  on  trusts  and  audits  shall  be  to  examine  the 
assets  of  the  company  at  least  three  times  in  each  year,  and  to  advise  in  all 
matters  relating  to  trusts  which  may  be  confided  to  the  care  of  the  company. 
They  shall  also  supervise  and  control  the  investments  of  moneys  in  mort- 
gages and  ground  rents. 

In  sections  13,  14,  16,  17  and  21  where  officers’  titles  are  mentioned  insert 
assistant  treasurer  after  treasurer. 

Sec.  24.  Insurance  and  Stock  Dividends. — (Change  at  top  of  page  299  to 
read)  : At  the  stated  meetings  of  the  board  in  the  third,  sixth,  ninth  and. 
twelfth  months  of  every  year,  the  board  may  declare,  etc. 


THE  PRUDENTIAL  INSURANCE  COMPANY  OF  AMERICA. 


EXTRACTS  FROM  THE  BY-LAWS. 

1.  The  name  of  this  company  shall  be  The  Prudential  Insurance  Company 
of  America,  and  its  principal  office  for  the  transaction  of  its  business  shall 
be  located  in  the  city  of  Newark,  New  Jersey. 

2.  The  business  of  the  company  shall  be  to  assist  sick,  needy  or  disabled 
policyholders ; to  aid  in  defraying  the  funeral  expenses  of  deceased  policy- 
holders ; to  provide  for  the  wants  of  the  widows  and  families  of  policy- 
holders after  death ; to  receive  deposits  of  moneys  or  other  valuables  upon 
such  terms  as  may  be  agreed  upon ; to  provide  a fund  to  be  paid  either  before 
or  after  death  to  policyholders ; to  issue  policies  of  insurance  upon  the  lives 
or  health  of  persons,  and  to  grant,  purchase  and  dispose  of  annuities. 


PRUDENTIAL  INSURANCE  CO. 


5°3 


3.  The  business  of  the  company  shall  be  managed  by  a board  of  eighteen 
directors,  fifteen  of  whom  shall  be  stockholders  and  shall  be  elected  at  the 
annual  meeting  of  the  stockholders.  The  remaining  directors  shall  be  such 
persons  as  may  be  appointed  to  that  office  by  the  chancellor  under  the  pro- 
visions of  chapter  81  of  the  laws  of  1907.  The  directors  elected  by  the  stock- 
holders shall  hold  office  for  one  year  and  until  their  successors  are  elected 
and  qualified.  If  the  office  of  any  director  elected  by  the  stockholders  becomes 
vacant  by  reason  of  death,  resignation  or  disqualification,  the  remaining 
directors  may,  by  a majority  vote,  elect  a successor  who  shall  hold  office  for 
the  unexpired  term. 

4.  The  annual  meeting  of  the  stockholders  of  the  company  for  the  election 
of  directors  shall  be  held  at  the  office  of  the  company  in  the  city  of  Newark, 
on  the  second  Monday  in  January  of  each  year,  at  such  hour  of  the  day  as 
the  board  of  directors  shall  by  resolution  determine.  Each  stockholder  shall 
be  entitled  to  one  vote,  in  person  or  by  proxy,  for  each  share  of  stock  by 
him  held.  The  election  shall  be  conducted  by  two  inspectors  previously 
appointed  by  the  board,  or  in  case  the  board  shall  fail  to  appoint  inspectors, 
the  president  shall  appoint  the  same  and  file  their  appointment  in  writing 
with  the  secretary.  A majority  of  all  votes  cast  shall  be  necessary  for  an 
election. 

5.  Special  meetings  of  the  stockholders  may  be  called  at  any  time  by  the 
president,  and  shall  be  called  by  him  whenever  requested  in  writing  by  five 
or  more  stockholders.  Notice  of  such  meeting  shall  be  given  by  mailing  the 
same  to  each  stockholder  of  record  at  his  last  known  postoffice  address,  at 
least  ten  days  prior  to  the  date  of  such  meeting,  and  such  notice  shall  state 
the  object  of  the  meeting  and  the  time  and  place  where  the  same  is  to  be  held. 

6.  Regular  meetings  of  the.  board  of  directors  shall  be  held  at  the  office 
of  the  company  on  the  second  Monday  of  each  and  every  month,  at  three 
o’clock  in  the  afternoon,  unless  such  day  shall  be  a legal  holiday,  in  which 
event  the  meeting  shall  be  held  on  the  following  day. 

Special  meetings  of  the  board  of  directors  may  be  called  at  any  time  by 
the  president,  and  shall  be  called  by  him  whenever  requested  in  writing  by 
three  or  more  directors.  Nine  directors  shall  be  necessary  to  constitute  a 
quorum  for  the  transaction  of  business. 

8.  The  board  of  directors  shall  not  be  required  in  January  in  each  year, 
or  at  any  other  time,  after  reserving  over  and  above  its  capital  stock  paid 
in  as  a working  capital  for  the  corporation,  such  sum  if  any,  as  shall  have 
been  fixed  by  the  stockholders,  to  declare  a dividend  among  the  stockholders, 
of  the  whole  or  any  portion  of  its  accumulated  profits  exceeding  the  amount 
so  reserved,  and  pay  the  same  to  such  stockholders ; but  the  board  of  direc- 
tors may  from  time  to  time  declare  and  pay  to  the  stockholders  from  the 
surplus  or  net  profits  of  the  corporation  such  dividends,  if  any,  as  they  in 
their  absolute  judgment  and  discretion  may  determine. 

9.  The  officers  of  the  company  shall  be  a president,  a vice-president,  a second 
vice-president,  a third  vice-president,  a fourth  vice-president,  a secretary,  one 
or  more  assistant  secretaries,  a treasurer,  a comptroller,  an  actuary.  Said 
officers  shall  be  elected  at  the  first  regular  meeting  of  the  board  after  the 


5O4  CHARTERS  OF  LIFE  INSURANCE  COMPANIES. 

annual  election  of  directors.  The  board  of  directors  may  from  time  to  time 
appoint  such  additional  officers  as  they  shall  deem  necessary,  who  shall  have 
such  authority  and  perform  such  duties  as  may  be  prescribed  by  the  presi- 
dent or  board  of  directors. 

10.  The  president  shall  preside  at  all  meetings  of  the  board.  He  shall 
appoint,  subject  to  the  approval  of  the  board,  the  standing  committees,  and 
shall  be  ex-officio  a member  of  all  committees  except  the  auditing  committee; 
he  shall  have  the  general  supervision  and  direction  of  the  business  of  the 
company,  and  with  the  approval  of  the  finance  committee  may  make  and  call 
in  investments. 

11.  In  the  absence  or  disability  of  the  president,  the  ranking  vice-president 
shall  be  vested  with  all  the  powers  and  required  to  perform  all  the  duties 
of  the  president.  Each  vice-president  shall  perform  such  duties  as  may  be 
required  of  him  by  the  president,  or  by  the  board  of  directors.  The  president 
or  any  of  the  vice-presidents  may  execute  all  deeds  and  other  papers  whether 
requiring  the  seal  of  the  company  or  not. 

17.  The  standing  committees  shall  be:  1.  A finance  committee  consisting 
of  four  directors ; 2.  An  executive  committee  consisting  of  four  directors ; 3. 
A committee  on  policy  claims  consisting  of  four  directors ; 4.  An  auditing 
committee  consisting  of  three  directors. 

18.  The  finance  committee  shall  have  the  supervision  of  the  funds  of  the 
company,  direct  the  mode,  manner  and  time  of  making  and  calling  in  invest- 
ments, examine  the  accounts,  funds  and  securities  as  often  as  they  deem 
necessary  or  when  required  by  the  board ; they  shall  in  their  discretion 
appropriate  the  money  for  the  payment  of  such  bills  as  shall  be  approved 
by  the  executive  committee,  and  they  shall  report  at  each  regular  meeting 
of  the  board  upon  the  condition  of  the  funds,  securities,  assets  and  invest- 
ments of  the  company,  with  such  suggestions  as  may  in  their  opinion  promote 
the  interests  of  the  company. 

19.  The  executive  committee  shall  have  general  supervision  over  the  busi- 
ness of  the  company,  not  delegated  to  other  committees,  and  shall  report 
to  the  board  at  each  regular  meeting.  The  executive  committee  may  fill  all 
vacancies  in  the  elective  offices  of  the  company,  until  such  time  as  the  board 
may  be  convened  for  the  purpose  of  a new  election. 

22.  All  standing  committees  shall,  subject  to  the  approval  of  the  board  of 
directors,  have  power  to  make  such  rules  and  regulations  concerning  the 
conduct  of  the  business  entrusted  to  such  committees  as  to  them  shall  seem 
proper,  provided  that  such  rules  and  regulations  shall  not  conflict  with  the 
charter  and  by-laws. 

24.  All  funds  of  the  company  shall  be  deposited  in  the  name  of  the  com- 
pany and  shall  be  withdrawn  only  by  check  signed  by  two  or  more  officials 
to  be  designated  by  the  board  of  directors,  provided,  however,  that  the  board 
of  directors  may  make  such  provision  as  may  be  necessary  to  facilitate  the 
payment  of  claims  under  policies. 

25.  The  president  and  one  of  the  vice-presidents  or  the  president  and  secre- 
tary shall  make  and  execute  all  contracts  provided  for  in  by-law  No.  2. 
They  shall  also  appoint,  remove  and  fix  the  compensation  of  clerks,  agents, 
medical  examiners  and  all  other  employees  not  appointed  by  the  board. 


PURITAN  LIFE. 


505 


26.  No  salary,  compensation  or  emolument  shall  be  paid  to  any  officer 
or  director  of  this  company,  nor  any  salary,  compensation  or  emolument, 
amounting  in  one  year  to  more  than  five  thousand  dollars,  shall  be  paid 
to  any  person,  firm  or  corporation,  unless  such  payment  be  first  authorized 
by  vote  of  the  board  of  directors.  No  agreement  shall  be  made  by  or  on 
behalf  of  the  company  with  any  of  its  officers,  directors  or  salaried  employees 
whereby  it  agrees  that  for  any  service  rendered,  or  to  be  rendered,  he  shall 
receive  any  salary,  compensation  or  emolument  that  will  extend  beyond  a 
period  of  twelve  months  from  the  date  of  such  agreement.  Any  agreement 
made  by  or  on  behalf  of  the  company  in  which  the  salary,  compensation  or 
emolument,  to  be  paid  thereunder  is  not  fixed  at  a definite  sum,  shall  contain 
a clause  providing  that  the  same  shall  be  terminable  on  notice  not  exceeding 
thirty  days.  Provided,  nothing  herein  shall  be  construed  as  preventing  the 
company  or  the  proper  officers  thereof,  from  entering  into  contracts  with 
its  agents  for  the  payment  of  renewal  commissions. 

27.  All  transfer  of  stock  of  the  company  shall  be  made  upon  the  books 
of  the  company  by  the  holder  of  the  shares  in  person  or  by  his  legal  repre- 
sentative, and  the  certificate  of  stock  surrendered  shall  be  canceled  by  the 
president  or  secretary  at  the  time  of  transfer. 

28.  These  by-laws,  except  in  so  far  as  they  relate  to  the  declaration  and 
payment  of  dividends,  may  be  altered  or  amended  at  any  time  by  the  vote 
of  a majority  of  the  whole  board  of  directors.  In  so  far  as  they  relate  to 
the  declaration  and  payment  of  dividends,  they  may  be  altered,  amended  or 
repealed  at  any  stockholders’  meeting  by  the  vote  of  at  least  a majority  in 
interest  of  the  stockholders,  provided  that  at  least  seven  days’  previous  notice 
of  the  proposal  to  alter,  amend  or  repeal  the  same  be  given  to  the  stock- 
holders in  the  same  manner  as  notice  of  special  meetings  is  required  to  be 
given  by  these  by-laws. 


PURITAN  LIFE  INSURANCE  COMPANY. 


State  of  Rhode  Island  and  Providence  Plantations. 

January  Session,  A.  D.  1907.  An  act  to  incorporate  the  Puritan  Life 
Insurance  Company.  It  is  enacted  by  the  General  Assembly  as 
follows : 

Section  i.  James  J.  Fine,  Harold  J.  Gross,  and  John  S.  Murdock, 
their  associates,  successors  and  assigns,  are  hereby  made  a body  cor- 
porate under  the  name  of  the  Puritan  Life  Insurance  Company,  with 
all  the  powers  and  privileges  and  subject  to  all  the  duties  and  liabilities 
appertaining  to  such  corporations,  set  forth  in  the  General  Laws  of 
Rhode  Island  and  all  acts  in  amendment  thereof  and  in  addition 
thereto,  for  the  purpose  of  engaging  in  the  business  of  insurance  on 


5°6 


CHARTERS  OF  LIFE  INSURANCE  COMPANIES. 


lives  and  all  and  every  form  of  insurance  pertaining  to  life,  for  the 
purpose  of  insuring  persons  against  loss  of  life  and  health  resulting 
from  accident  or  other  cause  or  personal  injury  resulting  from  any 
cause,  and  for  the  transaction  of  any  business  connected  therewith 
and  incident  thereto. 

Sec.  2.  Said  company  shall  have  the  power  and  authority  to  make 
endowments,  grant,  purchase  and  dispose  of  annuities.  All  contracts 
of  insurance  issued  by  the  said  company  shall  be  in  consideration  of 
fixed  premiums  and  shall  not  be  subject  to  assessments  or  payments 
beyond  those  stated  in  the  contract  therefor. 

Sec.  3.  Said  corporation  may  issue  policies  stipulated  to  be  with 
or  without  participation  in  the  profits. 

Sec.  4.  All  forms  of  participating  policies,  except  term  policies 
shall  be  non-forfeitable  after  three  full  premiums  have  been  paid  in 
cash.  In  case  any  participating  policy  shall  be  surrendered  after  three 
full  premiums  have  been  paid,  the  legal  owner  of  said  policy  may,  at 
his  option,  accept  a surrender  value  either  in  cash  or  in  non-participat- 
ing extended  or  paid-up  insurance.  Any  indebtedness  due  from  the 
policyholder  to  said  corporation  may  be  deducted  by  said  corporation 
before  the  surrender  value  of  such  policy  is  determined. 

Sec.  5.  All  policies  shall  be  incontestable  after  two  full  premiums 
have  been  paid,  but  the  directors  may,  if  they  so  determine,  make  all 
policies  incontestable  from  the  date  of  issue. 

Sec.  6.  The  capital  stock  of  said  corporation  shall  be  one  hundred 
thousand  dollars  ($100,000),  and  may  be  increased  from  time  to  time 
at  the  discretion  of  the  board  of  directors,  to  an  amount  not  exceed- 
ing one  million  dollars  ($1,000,000),  provided,  however,  that  before 
the  increase  of  stock  authorized  by  such  vote  may  be  issued,  the  said 
corporation  shall  pay  into  the  treasury  for  the  use  of  the  State  a tax 
thereon  equal  to  one-tenth  of  one  per  centum  of  the  par  value  of  such 
increase,  and  shall  file  a certificate  of  the  general  treasurer  of  the  fact 
of  payment  of  such  tax,  together  with  a copy  of  such  vote  duly  certi- 
fied by  the  secretary  under  seal  of  said  corporation,  in  the  office  of 
the  secretary  of  state.  Any  issue  of  such  increased  stock  company  to 
the  foregoing  provisions  shall  be  invalid. 

Sec.  7.  .The  government  of  said  corporation  shall  be  vested  in  a 
board  of  directors,  consisting  of  not  less  than  five  (5)  persons,  who 
shall  be  stockholders  and  who  shall  be  chosen  in  such  manner  and  at 
such  times  and  places  as  said  corporation  shall  by  its  charter  and  by- 
laws prescribe. 


PURITAN  LIFE. 


5°7 


Sec.  8.  No  policy  shall  be  issued  by  said  corporation  until  at  least 
fifty  thousand  dollars  ($50,000)  of  the  capital  stock  shall  have  been 
paid  in  full  to  the  treasurer  of  said  corporation  and  a certificate  to 
that  effect  sworn  to  by  the  treasurer,  filed  with  the  insurance  com- 
missioner. 

Sec.  9.  Every  policy  of  insurance  issued  or  delivered  by  said  com- 
pany shall  contain  the  entire  contract  between  the  parties  and  nothing 
shall  be  incorporated  therein  by  reference  to  any  charter,  by-laws,  rules, 
application  or  other  writings  unless  the  same  are  endorsed  upon  or 
attached  to  the  policy  when  issued ; and  all  statements  purporting  to 
be  made  by  the  insured  shall  in  the  absence  of  fraud  be  deemed  repre- 
sentations and  not  warranties.  Any  waiver  of  the  provisions  of  this 
section  shall  be  void. 

Sec.  10.  Said  corporation  shall  be  established  and  have  a place 
of  business  in  the  city  of  Providence. 

Sec.  11.  This  act  shall  take  effect  upon  and  after  its  passage. 


EXTRACTS  FROM  THE  BY-LAWS. 

Article  i.  Meetings.  Sec.  i.  Annual  t Meetings. — The  annual  meeting  of 
the  stockholders  of  the  corporation  shall  be  held  at  the  office  of  the  cor- 
poration in  the  city  of  Providence  on  the  third  Wednesday  in  February  in 
each  and  every  year  for  the  election  of  the  board  of  directors  and  for  the 
transaction  of  all  business  which  may  legally  come  before  the  meeting.  The 
time  for  holding  such  meeting  shall  be  determined  by  the  board  of  directors. 

Sec.  2.  Special  Meetings. — Special  meetings  of  the  stockholders  shall  be 
called  by  the  secretary  of  the  corporation  whenever  ordered  by  the  president, 
the  board  of  directors  or  upon  the  written  request  of  stockholders  holding 
not  less  than  one-third  of  the  number  of  shares  of  the  stock  of  the  corpora- 
tion issued  and  outstanding.  The  notice  calling  said  meeting  shall  state 
generally  the  nature  of  the  business  to  be  considered  and  the  time  and  place 
■of  meeting. 

Sec.  3.  Notice  of  Meetings. — The  secretary  shall  send  to  each  stockholder 
of  record,  at  least  five  (5)  days  prior  to  the  date  of  meeting,  a written  or 
printed  notice  stating  the  time  and  place  of  meeting ; and  deposit  such 
notice  in  the  postoffice  of  Providence,  postage  prepaid,  addressed  to  the  stock- 
holder at  his  address  as  it  appears  upon  the  books  of  the  corporation.  Notice 
so  given  shall  be  legal  notice  of  all  meetings,  and  where  a special  meeting 
is  to  be  held,  said  notice  shall  contain  a general  statement  as  to  the  general 
nature  of  the  business  to  be  considered. 

Sec.  4.  Quorum. — At  all  meetings  of  the  stockholders,  whether  annual  or 
special,  a quorum  shall  consist  of  not  less  than  three  persons  holding  or  by 
proxy  representing  the  holder  or  holders  of  a majority  of  the  stock  of  the 
corporation  issued  and  outstanding. 


508  CHARTERS  OF  LIFE  INSURANCE  COMPANIES. 

Sec.  5.  Voting  at  Meetings. — Each  stockholder  shall  be  entitled  to  one 
vote  for  each  share  of  stock  appearing  on  the  books  of  the  corporation  in. 
the  name  of  said  stockholder  ten  (10)  days  prior  to  the  meeting,  and  a 
stockholder  may  vote  in  person  or  by  written  power  of  attorney,  the  power 
of  attorney  or  proxy  to  be  filed  with  the  secretary  two  (2)  days  before 
the  day  of  the  meeting. 

Article  2.  Officers.  Sec.  i.  The  officers  of  the  corporation  shall  consist 
of  a president,  first  vice-president,  second  vice-president,  treasurer,  secretary, 
an  actuary  and  a medical  director. 

Sec.  2.  Election  of  Officers. — All  officers  of  the  corporation  shall  be  elected 
by  the  board  of  directors  at  the  first  meeting  of  the  board  after  the  annual 

meeting  of  the  stockholders  and  shall  hold  office  for  the  period  of  one  (1) 

year  and  until  their  successors  are  duly  elected,  unless  removed  by  the 

board  of  directors  as  hereinafter  provided;  provided,  that  the  officers  of  the 

corporation  elected  at  the  first  meeting  of  the  board  of  directors  held  after 
the  adoption  of  these  by-laws  shall  hold  office  until  after  the  meeting  of 
the  subscribers  to  the  stock  of  the  corporation  as  provided  in  the  following 
section  and  until  their  successors  are  duly  elected  and  qualified. 

Sec.  3.  Board  of  Directors. — There  shall  be  a board  of  directors  consisting 
of  twenty-one  persons  who  shall  be  bona  fide  stockholders.  Said  board  of 
directors  shall  be  elected  in  the  first  instance  by  subscribers  to  the  stock  of 
the  company  at  a meeting  called  for  that  purpose.  Seven  of  said  directors 
shall  be  elected  for  a period  of  three  years  from  the  third  Wednesday  in 
June,  1907;  seven  for  a period  of  two  years  from  said  third  Wednesday  in 
June  and  seven  for  a period  of  one  year  from  said  third  Wednesday  in 
June,  and  thereafter  at  each  annual  meeting  of  the  corporation,  seven  persons 
shall  be  elected  to  fill  the  places  of  those  whose  terms  expire ; provided, 
however,  that  any  vacancy  occurring  in  the  board  of  directors  during  the 
year  shall  be  filled  by  the  remaining  members  of  the  board,  and  provided, 
further  that  the  board  of  directors  elected  at  the  first  meeting  of  the  cor- 
poration shall  have  and  may  exercise  all  the  powers  of  directors  as  defined 
in  these  by-laws  until  their  successors  are  elected  as  herein  provided. 

Article  3.  Powers  and  Duties  of  Officers.  Sec.  i.  President. — The  presi- 
dent of  the  corporation  shall  preside  at  all  meetings  of  the  corporation  and 
the  board  of  directors  and,  with  the  treasurer,  sign  all  certificates  of  stock 
and  all  other  instruments  or  papers  requiring  the  seal  of  the  corporation  and 
shall  perform  such  other  duties  as  properly  belong  to  his  office  and  all  such 
duties  as  may  be  prescribed  from  time  to  time  by  the  board  of  directors  * 
provided,  however,  that  the  board  of  directors  or  executive  committee  may 
provide  by  resolution  what  officers  shall  sign  the  policies  issued  by  the 
corporation  and  the  manner  in  which  the  same  may  be  signed. 

Article  4.  Powers  and  Duties  of  Directors.  Sec.  i.  The  business  of  the 
corporation  shall  be  managed  by  the  board  of  directors,  who  shall  have  full 
charge  and  control  of  all  the  affairs  of  the  corporation,  and  shall  from 
their  own  number  elect  a president,  first  vice-president,  second  vice-president 
and  a treasurer.  They  shall  also  elect  a secretary,  an  actuary  and  a medical 
director,  who  need  not  be  directors. 


PURITAN  LIFE. 


509 


The  board  shall  have  the  power  to  appoint  or  engage  such  agents  or 
employees  as  in  the  judgment  of  the  board  may  be  necessary  for  the  trans- 
action of  the  business  of  the  corporation ; they  shall  determine  the  duties  of 
the  agents  and  employees  of  the  corporation,  and  shall  fix  the  salaries  of 
all  officers  and  the  compensation  of  all  agents  and  employees.  The  board  shall 
have  full  power  to  sell  any  of  the  real  or  personal  estate  of  the  corporation, 
to  purchase  from  time  to  time,  such  property  as  the  board  may  deem  it 
necessary  for  the  conduct  of  the  business  of  the  corporation,  to  authorize  the 
making  of  such  contracts  as  in  their  judgment  they  may  deem  best  for  the 
corporation ; to  authorize  the  borrowing  and  investing  of  money  under  such 
terms  and  conditions  as  to  them  shall  seem  best ; to  declare  a dividend  from 
the  earnings  of  the  corporation;  to  authorize  the  affixing  of  the  corporate 
seal  by  the  proper  officers  of  the  corporation  to  any  instrument  requiring 
the  same,  and  generally  to  have  full  and  complete  control  and  management 
of  the  corporation  and  its  affairs  the  board  may  remove  any  officer  of  the 
corporation  at  any  time,  notwithstanding  his  term  of  office. 

The  boarcf  of  directors  may  elect  from  their  number  an  executive  com- 
mittee of  five,  who  when  the  board  is  not  in  session,  shall  have  and  exercise 
all  the  powers  and  duties  of  the  board. 

The  executive  committee  shall  meet  at  least  once  each  month.  It  shall 
keep  minutes  of  all  its  meetings  and  shall  present  the  same  at  the  next 
meeting  of  the  directors  for  their  approval.  The  executive  committee  may 
impose  upon  one  of  the  officers  of  the  company,  the  additional  duties  of 
general  manager,  and  shall  fix  the  compensation  to  be  paid  such  officer  for 
the  performance  of  said  duties,  or  the  executive  committee  may  appoint  a 
committee  consisting  of  the  heads  of  the  different  departments,  which  com- 
mittee shall  be  charged  with  the  general  direction  of  the  affairs  of  the  com- 
pany, subject  to  the  control  of  the  executive  committee;  said  committee  shall 
meet  at  least  once  every  week,  and  shall  keep  minutes  of  all  its  meetings, 
and  present  the  same  at  the  next  meeting  of  the  executive  committee  for 
their  approval. 

Sec.  2.  Meetings  of  the  board  of  directors. — Meetings  of  the  board  of 
directors  shall  be  held  at  such  time  and  at  such  place  as  the  board  shall 

determine.  A quorum  shall  consist  of  nine  members  of  the  board.  A written 

or  printed  notice  of  the  time  and  place  of  meeting,  addressed  to  the  members 
of  the  board  at  their  last  address  as  the  same  appears  on  the  books  of  the 
corporation  and  deposited  in  the  postoffice  of  Providence,  postage  prepaid, 
twenty-four  hours  before  the  time  of  the  meeting  shall  be  due  and  sufficient 
notice  of  the  said  meeting. 

Article  5.  Of  Stock  and  the  Transfer  Thereof.  Sec.  i.  The  par  value 
of  the  stock  of  this  corporation  shall  be  fifty  dollars  ($50)  per  share. 

Sec.  2.  Each  stockholder  shall  have  the  right  to  a certificate  or  cer- 
tificates certifying  the  number  of  shares  of  stock,  of  the  corporation  held 

by  such  stockholders,  these  certificates  shall  be  transferable  only  upon  the 
books  of  the  corporation  upon  the  surrender  of  the  old  certificate  by  the 
holder  thereof,  or  by  his  duly  authorized  attorney ; provided,  however,  that 
upon  proper  evidence  of  the  loss  of  a certificate,  the  board  of  directors  may 


510  CHARTERS  OF  LIFE  INSURANCE  COMPANIES. 

authorize  the  transfer  of  the  stock  under  such  terms  as  to  the  said  board 
shall  seem  best  for  the  protection  of  the  corporation. 

Article  7.  Amendments.  Sec.  i.  These  by-laws  may  be  amended  at  any 
meeting  of  the  corporation  by  vote  of  the  stockholders  holding  a majority 
of  the  stock  of  the  corporation  issued  and  outstanding ; provided,  that,  if 
such  amendment  is  made  at  a special  meeting  of  the  corporation,  the  substance 
of  the  proposed  amendment  must  be  contained  in  the  notice  of  such  meeting. 


SECURITY  MUTUAL  LIFE  INSURANCE  COMPANY. 


EXTRACTS  FROM  THE  BY-LAWS. 

Section  3 on  page  325  change  the  word  registrar  to  secretary. 

Section  7 on  page  326 : On  the  tenth  line,  after  “ have  been  filed  with  the  com- 
pany,” insert  “ and  endorsement  thereof  actually  made  by  the  company  on 
original  policy.” 

Article  2.  Sec.  i.  Stated  Meeting. — A meeting  of  members  for  the  election 
of  directors  and  the  transaction  of  such  other  business  as  may  properly  come 
before  it  shall  be  held  at  the  home  office  in  the  city  of  Binghamton,  N.  Y.,  at 
two  o’clock  in  the  afternoon  on  the  first  Tuesday  in  February,  1909,  and  every 
two  years  thereafter  on  the  same  day  and  hour  and  at  the  same  place. 

Sec.  5.  Who  Entitled  to  Vote. — Each  member  in  good  standing  at  each 
stated  or  special  meeting  of  the  members  shall  be  entitled  to  one  vote  only, 
irrespective  of  the  number  of  policies  or  the  amount  of  insurance  held  by  him, 
except  as  otherwise  provided  with  reference  to  existing  policies. 

Sec.  6.  Inspectors. — The  board  of  directors  shall  appoint  three  inspectors 
for  each  election,  whose  duty  it  shall  be  to  receive  and  count  the  ballots  cast, 
unless  inspectors  are  otherwise  appointed  under  the  provisions  of  the  laws  of 
the  State  of  New  York. 

Article  3.  Sec.  2.  Board  of  Directors  and  Term  of  Office. — The  board  of 
directors  shall  consist  of  nine  persons.  The  present  directors  shall  hold  office 
for  the  term  for  which  they  are  elected.  The  term  of  office  for  each  director 
hereafter  elected  at  a stated  meeting  shall  be  two  years.  The  directors  elected 
on  any  date  subsequent  to  the  date  of  the  stated  election  shall  hold  office  until 
the  expiration  of  two  years  from  the  date  when  such  election  should  have  been 
held.  A director  elected  to  fill  a vacancy  shall  hold  office  until  the  expiration 
of  the  term  for  which  he  is  elected  to  complete.  All  directors,  however 
elected,  shall  continue  to  hold  office  until  their  successors  have  been  duly  elected 
to  and  have  accepted  office. 

Sec.  5.  Stated  Meetings  of  Directors. — The  directors  shall  have  a stated 
meeting  immediately  after  the  close  of  each  stated  meeting  of  members,  and 
such  other  meetings  as  may  be  called  by  the  president.  It  shall  be  the  duty 
of  the  secretary  to  call  special  meetings  of  the  board  whenever  requested  in 
writing  by  three  or  more  directors.  The  secretary  shall  mail  to  each  director 
a written  notice  of  such  meeting  as  early  as  the  day  before  such  meeting. 


SECURITY  MUTUAL  LIFE.  5II 

Omit  section  6,  “ Special  Meetings,”  on  page  327.  Make  section  7,  “ Quorum,” 
section  6. 

Article  4.  Sec.  i.  Election  of  Officers  and  Committees. — The  election  of 
officers  and  appointment  of  standing  committees  shall  take  place  immediately 
after  each  stated  meeting  of  members  held  for  the  election  of  directors.  In 
case  of  a failure  to  elect  officers  and  appoint  committees  on  said  date,  the 
officers  may  be  elected  and  committees  appointed  on  an  adjourned  meeting 
of  the  board  or  a special  meeting  called  for  that  purpose. 

Sec.  2.  Officers. — The  officers  of  this  company  shall  consist  of  a president, 
one  or  more  vice-presidents,  a treasurer,  a comptroller,  and  a secretary,,  all 
of  whom  have  been  or  shall  be  chosen  by  the  board  of  directors. 

Sec.  4.  Executive  Committee. — An  executive  committee  is  hereby  constituted 
to  consist  of  five  members,  viz. : the  president,  who  shall  be  chairman  thereof, 
the  first  vice-president,  and  treasurer  ex-officio,  also  two  other  members  of  the 
board  to  be  appointed  by  the  president.  Such  executive  committee  shall  possess 
all  the  power  and  authority  that  the  board  of  directors  does  or  can  possess 
when  not  in  session.  They  shall  keep  a record  of  all  their  transactions,  which 
shall  be  read  at  the  next  meeting  of  the  board  of  directors ; and  in  case  the 
board  does  not  then  expressly  annul  or  disprove  any  act  or  transaction  of  the 
said  executive  committee,  it  shall  be  taken  and  held  that  all  acts  and  trans- 
actions of  the  executive  committee  not  so  annulled  or  disapproved,  are  approved 
and  confirmed  by  the  board  of  directors.  Any  vacancy  in  the  committee  may 
be  filled  by  the  president. 

Sec.  5.  Standing  Committees. — The  following  shall  be  the  standing  com- 
mittees : 

(a)  Finance  committee  consisting  of  the  treasurer,  as  chairman,  president 
and  vice-president,  members  ex-officio,  and  two  other  members  to  be  appointed 
by  the  president.  This  committee  shall  pass  upon  all  loans  and  investments 
made  by  the  company. 

(b)  An  auditing  committee  appointed  by  the  president,  consisting  of  three 
members.  The  president,  vice-president,  treasurer,  comptroller  and  secretary 
shall  not  serve  on  this  committee. 

(c)  An  agency  committee,  consisting  of  the  comptroller,  third  vice-president, 
medical  director,  actuary  and  superintendent  of  agencies.  It  shall  be  the  duty 
of  this  committee  to  hold  daily  sessions  for  the  purpose  of  carefully  considering 
all  matters  which  may  come  before  it  concerning  the  agency  force,  and  such 
other  matters  as  may  be  referred  to  it  by  the  board  of  directors,  the  executive 
committee  or  president.  It  shall  have  no  power  to  increase  the  brokerage  or 
renewal  commissions  as  fixed  by  the  board  of  directors,  and  all  contracts 
recommended  by  it  shall  be  acted  upon  by  the  board  of  directors  or  executive 
committee  before  becoming  binding  upon  the  company. 

Sec.  7.  Other  Committees,  Etc. — The  board  of  directors  may,  from  time  to 
time,  designate  other  committees  and  define  the  duties  thereof. 

Article  5.  Powers  and  Duties  of  Officers. — Sec.  i.  President.' — The  pres- 
ident shall  preside  at  all  meetings  of  the  members  of  the  company  and  of  the 
board  of  directors,  and  he  shall  be  ex-officio  a member  of  all  committees, 
excepting  the  auditing  committee.  He  shall  be  the  executive  officer  of  the 


512 


CHARTERS  OF  LIFE  INSURANCE  COMPANIES. 


company,  and  shall  perform  such  duties  as  may  be  required  of  him  by  law  or 
usage,  as  the  board  of  directors  may  prescribe. 

Article  6.  Sec.  i.  Amendments. — These  by-laws  may  be  revised  or  amended 
at  any  stated  or  special  meeting  of  the  board  of  directors  provided  there  is 
delivered  in  person  or  mailed  to  each  director,  not  less  than  thirty  days  prior 
to  such  meeting  a copy  of  such  proposed  alteration  or  amendment,  with  a notice 
of  the  time  and  place  when  the  same  will  be  considered ; provided,  however, 
that  no  such  proposed  alteration  or  amendment  shall  be  made  unless  the  same 
shall  be  approved  by  a seven-ninths  vote  of  the  entire  board  of  directors. 


SOUTHEASTERN  LIFE  INSURANCE  COMPANY. 


Whereas,  A.  H.  Twichell,  Elliott  Estes,  Giles  L.  Wilson,  J.  F.  Floyd, 
S.  J.  Simpson,  W.  S.  Montgomery,  John  A.  Law,  J.  T.  Johnson  and 
J.  B.  Cleveland,  all  of  Spartanburg,  S.  C.,  did  on  the  28th  day  of 
September,  1905,  file  with  the  secretary  of  state  a written  declaration, 
signed  by  themselves,  setting  forth : 

First.  The  names  and  residences  of  the  said  petitioners  to  be  as 
above  given. 

Second.  The  name  of  the  proposed  corporation  be  that  of  South- 
eastern Life  Insurance  Company. 

Third.  The  principal  place  of  business  of  the  corporation  will  be 
Spartanburg,  South  Carolina. 

Fourth.  The  general  purpose  of  the  corporation,  and  the  nature 
of  business  it  proposes  to  do,  to  make  insurance  on  lives  of  individuals, 
and  against  accidents  or  sickness  and  every  insurance  appertaining 
to  or  connected  with  life  insurance,  accident  insurance  and  health  in- 
surance; to  grant,  purchase  and  dispose  of  annuities;  to  receive  and 
execute  trusts,  and  to  make  endowment,  and  generally  to  do  all  such 
acts  and  things  as  are  usually  incident  to  corporations  of  like  nature 
that  may  not  be  against  the  laws  of  South  Carolina. 

Fifth.  The  amount  of  capital  stock  to  be  one  hundred  thousand 
dollars,  and  the  number  of  shares  into  wdiich  the  same  is  to  be  divided 
to  be  one  hundred  of  the  par  value  of  one  hundred  dollars  each. 

Sixth.  The  capital  stock  to  be  payable  as  set  forth  in  the  declara- 
tion and  petition. 

And  whereas,  on  28th  day  of  September,  A.  D.  1905,  the  date  above 
named,  petitioners  were  commissioned  by  me  a board  of  corporators : 

And  whereas,  the  said  board  of  corporators,  on  the  third  day  of 
November,  1905,  did  file  with  the  secretary  of  state  their  return  in 


SOUTHEASTERN  LIFE. 


5U 

writing,  over  their  signatures,  certifying  among  other  things,  that  pur- 
suant to  published  notice  as  required  in  the  commission  of  the  said 
corporators,  the  books  of  subscription  to  the  capital  stock  of  the  afore- 
said company  were  duly  opened,  and  that  thereupon  exceeding  fifty 
per  centum  of  the  capital  stock  was  subscribed  by  bona  fide  stock- 
holders ; that  thereupon  a meeting  of  stockholders  was  called,  and  the 
aforesaid  company  duly  organized  by  the  election  of  a board  of 
directors,  and  other  necessary  officers.  That,  furthermore,  they  have 
complied  with  all  the  requirements  of  the  Code  of  Laws  of  the  State 
of  South  Carolina  of  1902,  and  all  acts  or  parts  of  acts  amendatory 
thereto ; 

Now,  therefore,  I,  J.  T.  Gantt,  secretary  of  state,  by  virtue  of  the 
authority  in  me  vested  by  the  aforesaid  Code  and  acts  amendatory 
thereto,  do  hereby  certify  that  the  said  company  has  been  fully  organ- 
ized according  to  the  laws  of  South  Carolina,  under  the  name  and  for 
the  purpose  indicated  in  their  written  declaration,  and  that  they  are 
fully  authorized  to  commence  business  under  their  charter ; and  I do 
hereby  direct  that  a copy  of  this  certificate  be  filed  and  recorded  in 
the  office  of  the  register  of  mesne  conveyance  in  each  county  where 
such  corporation  shall  have  a business  office. 

Given  under  my  hand  and  the  seal  of  the  State,  at  Columbia,  this 
third  day  of  November  in  the  year  of  our  Lord  one  thousand  nine  hun- 
dred and  five  and  in  the  one  hundred  and  thirtieth  year  of  the  Inde- 
pendence of  the  United  States  of  x\merica.  J.  T.  Gantt,  Secretary 
of  State. 

Amendment  of  1910. 

Whereas,  J.  I.  Westervelt,  T.  Oregon  Lawton,  Jr.,  F.  A.  Lawton, 
S.  J.  Simpson,  W.  S.  Montgomery,  Arch  B.  Calvert,  John  A.  Law  and 
H.  J.  Haynsworth  a majority  of  the  board  of  directors  of  Southeastern 
Life  Insurance  Company,  a corporation  created  under  and  pursuant 
to  the  laws  of  South  Carolina,  by  certificate  issued  by  the  secretary 
of  state  on  the  third  day  of  November,  A.  D.  1905. 

Have  certified,  over  their  signatures,  resolutions  authorizing  in  be- 
half of  the  aforesaid  corporation  to  amend  its  charter  by  making  the 
principal  place  of  business  in  the  city  of  Greenville,  S.  C.,  instead  of 
Spartanburg,  S.  C.  (authorized  and  set  forth  in  the  certificate  afore- 
said), which  resolutions  were  adopted  pursuant  to  law  at  a meeting 
of  the  stockholders  of  the  aforesaid  corporation,  of  which  thirty  days' 
written  notice  was  given,  which  notice  stated  the  purpose  of  the  afore- 


5I4 


CHARTERS  OF  LIFE  INSURANCE  COMPANIES. 


said  meeting;  and  further,  that  said  resolutions  were  adopted  by  a 
majority  vote,  and  that  in  all  respect  there  has  been  complied  with 
the  provisions  of  section  1889,  Code  of  Laws  of  South  Carolina,  1902, 
and  all  amendments  thereto. 

Now  therefore,  I,  R.  M.  McCown,  secretary  of  state  by  virtue  of 
the  authority  in  me  vested  by  chapter  47  of  the  Code  of  Laws  of  South 
Carolina,  1902,  and  amendments  thereto,  and  all  acts  or  parts  of  acts 
me  thereto  enabling,  do  hereby  certify  that  the  requirements  of  law 
for  said  amendment  have  been  complied  with,  and  for  good  and  suffi- 
cient reasons  to  me  appearing,  do  hereby  certify  that  the  charter  of 
the  aforesaid  company  has  been  so  amended. 

Given  under  my  hand  and  the  seal  of  the  State,  at  Columbia,  this 
fourteenth  day  of  May,  in  the  year  of  our  Lord  one  thousand  nine 
hundred  and  ten  and  in  the  one  hundred  and  thirty-fourth  year  of  the 
Independence  of  the  United  States  of  America.  R.  M.  McCown, 
Secretary  of  State. 


EXTRACTS  FROM  THE  BY-LAWS. 

Article  1.  Stock. — 1.  Certificates  of  stock  shall  be  issued  in  numerical  order 
from  the  stock  certificate  books  of  the  company,  and  be  signed  by  the  president 
and  the  treasurer,  and  sealed  with  the  corporate  seal.  In  case  the  offices  of 
president  and  treasurer  are  held  by  the  same  person,  the  certificate  shall  be 
signed  by  the  secretary  also.  A record  of  each  certificate  shall  be  kept  on  the 
stub  thereof. 

2.  Transfers  of  stock  shall  be  made  only  upon  the  books  of  the  company, 
and,  before  a new  certificate  is  issued,  the  old  certificate  must  be  surrendered 
for  cancellation. 

3.  In  case  any  instalment  of  capital  stock  is  not  paid  promptly  by  the  sub- 
scriber when  called  for  by  the  directors,  the  amount  due  shall  bear  interest  at 
seven  per  cent,  per  annum,  from  the  time  it  became  due,  and  the  company  shall 
have  lien  upon  the  shares  of  such  stockholders  so  in  arrears  to  enforce  the 
payment  of  instalments  due  upon  the  capital  stock. 

4.  The  stock  books  of  the  company  shall  be  closed  ten  days  immediately 
preceding  all  annual  meetings  of  stockholders,  and  no  transfers  of  stock  shall 
be  made  within  said  time.  Only  those  whose  names  appear  as  stockholders 
upon  the  books  of  the  company,  or  their  proxies  or  legal  representatives,  shall 
be  entitled  to  vote  or  participate  in  any  stockholders’  meeting. 

5.  Proxies  shall  be  in  writing,  and  shall  be  filed  with  the  secretary  of  the 
meeting.  No  proxy  shall  be  good  unless  the  same  bears  date  within  ninety 
days  prior  to  the  meeting  for  which  it  is  given. 

Article  2.  Stockholders. — 1.  The  annual  meeting  of  stockholders  shall  be 
held  on  the  second  Tuesday  in  March  in  each  year. 


SOUTHEASTERN  LIFE. 


5*5 


2.  Special  meetings  of  the  stockholders  may  be  called  at  any  time  by  the 
president,  or  by  resolution  of  the  board  of  active  directors,  or  by  stockholders 
holding  one-third  of  the  outstanding  stock. 

4.  A majority  of  the  entire  voting  stock  of  the  company,  represented  in 
person  or  by  proxy,  shall  be  necessary  to  constitute  a quorum  at  any  meeting 
of  stockholders. 

Article  3.  Directors. — 1.  The  business  and  property  of  the  company  shall 
be  managed  by  a board  of  active  directors,  not  exceeding  fifteen  in  number, 
who  shall  be  stockholders,  and  who  shall  be  elected  annually  by  ballot  by  the 
stockholders  for  the  term  of  one  year,  and  shall  seive  until  the  election  and 
acceptance  of  their  duly  qualified  successors/  Any  vacancies  may  be  filled  by 
the  board  for  an  unexpired  term.  Such  directors  shall  receive  a fee  of  five 
dollars  each  for  attendance  on  directors’  meetings,  provided,  however,  that 
no  salaried  officer  shall  receive  a fee  for  attendance  on  such  meetings. 

2.  The  board  of  active  directors  shall  meet  at  least  once  each  year,  and 
at  such  other  times  and  such  places  as  shall  suit  their  convenience,  at  the  call 
of  the  president,  or  a majority  of  the  board.  The  president  shall  preside  at 
all  meetings  of  the  board  when  present,  and  if  absent,  the  first  vice-president, 
and  if  the  first  vice-president  is  absent,  the  second  vice-president,  and  if  the 
second  vice-president  is  also  absent,  the  board  shall  select  its  own  presiding 
officer,  by  a majority  vote. 

3.  A quorum  at  any  meeting  shall  consist  of  a majority  of  the  entire 
membership  of  the  said  active  board.  A majority  of  such  quorum  shall  decide 
any  question  that  may  come  before  the  meeting. 

4.  The  officers  of  the  company  shall  be  elected  by  the  board  of  active 
directors  at  their  first  meeting  after  the  election  of  such  directors,  each  year, 
and  in  case  of  failure  to  do  so,  then  at  the  next  or  some  subsequent  meeting. 
If  any  office  becomes  vacant  during  the  year,  the  board  of  active  directors 
shall  have  the  right  to  fill  the  same  for  the  unexpired  term.  The  board  of 
active  directors  shall  fix  the  compensation  of  all  officers  of  the  company,  and 
shall  have  the  right  to  discharge  any  officer  at  any  time. 

5.  In  addition  to  the  active  directors,  there  shall  be  a board  of  advisory 
directors,  consisting  of  fifteen  members,  to  be  chosen  annually  from  the  stock- 
holders of  the  company,  whose  duty  shall  be  to  advise  with  the  active  directors 
when  so  requested,  and  to  perform  such  other  duties  as  the  active  directors 
may  request  of  them.  Any  vacancy  in  such  board  may  be  filled  by  the  active 
directors.  Advisory  directors  shall  receive  five  dollars  each  and  expenses  for 
attendance  on  any  directors’  meeting  to  which  they  have  been  called. 

Article  4.  Officers. — 1.  The  officers  of  the  company  shall  be  a president, 
a first  vice-president,  a second  vice-president,  a general  manager,  a secretary, 
a treasurer,  a medical  director,  and  three  associate  medical  directors,  and  a 
general  counsel,  who  shall  be  elected  for  one  year,  and  shall  hold  office  until 
their  successors  are  elected  and  qualified.  Any  two  or  more  offices  may  be 
united  in  one  person.  The  board  of  active  directors  shall  have  the  right  to 
cieate  additional  offices,  and  fill  the  same,  between  the  annual  meetings  of  the 
stockholders,  when  in  their  judgment  it  is  best  to  do  so. 

2.  The  president  shall  preside  at  all  meetings  of  the  boards  of  directors, 
and  shall  have  immediate  supervision  of  the  financial  affairs,  and  general 


516  charters  of  life  insurance  companies. 

supervision  of  all  the  affairs  of  the  company,  shall  sign  or  countersign  all 
certificates,  policies,  contracts  and  other  instruments  of  the  company,  shall  make 
reports  to  the  active  directors  and  stockholders,  and  shall  perform  all  such 
other  duties  as  are  incident  to  his  office,  or  properly  required  of  him  by  the 
board  of  active  directors.  In  the  absence  or  disability  of  the  president  the 
first  vice-president  shall  exercise  his  functions,  and  in  the  absence  or  disability 
of  the  first  vice-president,  the  second  vice-president  shall  do  so.  The  president 
shall  be  a member,  and  ex-officio  chairman  of  the  executive  committee,  and 
all  other  standing  committees. 

3.  The  general  manager  shall  have  immediate  supervision  of  the  agency  and 
underwriting  department  of  the  company. 

Article  5.  Standing  Committees. — 1.  The  active  directors  shall  elect  from 
their  board  a standing  committee,  to  be  known  as  the  executive  committee,  four 
members  of  the  same  to  constitute  a quorum.  The  active  directors  may  also 
elect  from  their  board  other  standing  committees  in  their  discretion.  The 
executive  committee  shall  consist  of  the  president,  and  general  manager,  and  five 
other  active  directors. 

Any  vacancies  occurring  in  any  of  the  committees  may  be  filled  by  the  ex- 
ecutive committee  until  the  next  meeting  of  the  board  of  active  directors,  when 
the  same  shall  be  filled  by  the  board  for  the  unexpired  term.  Reports  of  all 
committees  shall  be  in  writing,  signed  by  such  members  as  concur  therein. 

2.  The  executive  committee  shall  have  general  control  of  all  the  affairs  of 
the  company.  When  the  active  directors  are  not  in  session,  it  shall  be  vested  with 
all  the  power  or  authority  that  the  board  does  or  can  possess  when  in  session. 
The  executive  committee  shall  keep  a record  of  all  its  transactions,  which  record 
shall  be  submitted  to  the  board  of  active  directors  at  its  annual  meetings,  and 
at  such  other  meetings  as  may  be  required. — the  record  of  each  meeting  of 
said  committee  being  submitted  separately — and  shall  be  approved  or  disapproved 
by  said  board,  and  the  board  shall  have  the  same  power  to  disapprove  or 
rescind  any  action  of  the  committee  that  it  would  have  to  rescind  or  disapprove 
of  any  action  of  the  board  at  a previous  meeting.  The  executive  committee 
shall  meet  once  a month,  at  such  date  as  they  may  fix,  and  at  such  times  as  they 
may  be  called  together  by  the  president,  or  by  the  other  five  members  of  the 
committee. 

3.  The  executive  committee  shall  have  general  supervision  of  all  the  funds 
and  securities  of  the  company.  It  shall  direct  the  manner  and  time  of  making 
and  changing  loans  and  investments  subject  to  the  provisions  of  these  by-laws. 
This  committee  shall  receive  a fee  of  ten  dollars  for  each  meeting,  the  amount 
to  be  divided  between  the  members  attending  such  meeting,  but  salaried  officers 
of  the  company  shall  not  receive  any  part  of  such  fee  for  their  attendance. 
Such  loans  or  investments  shall  only  be  made  as  follows : 

(1)  In  United  States,  State,  county,  or  city  bonds,  if  the  market  value  of 
the  bonds,  at  the  date  of  purchase,  is  at  least  eighty  per  cent,  of  the  par  value. 

(2)  In  bonds  or  notes  secured  by  mortgages  upon  unencumbered  real  estate, 
the  market  value  of  which  real  estate,  at  the  date  of  investment,  is  at  least 
double  the  amount  loaned  thereon. 

(3)  In  loans  upon  the  pledge  of  United  States,  State,  county,  or  city  bonds, 
if  the  market  value  of  such  bonds,  is  at  least  twenty-five  per  cent,  more  than 


SOUTHERN  STATES  LIFE. 


517 


the  amount  loaned  thereon,  or  in  loans  secured  by  mortgages  of  unencumbered 
real  estate,  if  the  market  value  of  the  real  estate  so  mortgaged  is  at  least 
double  the  amount  loaned. 

(4)  In  loans  upon  its  own  policies,  but  not  exceeding  the  reserve  or  present 
value  thereof  (computed  according  to  the  actuaries  experience  table  of  mortality, 
with  interest  at  four  per  cent.),  the  same  being  the  amount  of  indebtedness 
of  the  company  by  reason  of  its  outstanding  policies  in  gross.  This  section 
shall  not  prohibit  the  company  from  accepting  any  other  assets  than  herein 
enumerated  in  the  payment  of  debts  due  the  company,  in  order  to  protect  its 
interests,  or  from  acquiring  real  estate  for  its  own  use,  or  by  a foreclosure  in 
accordance  with  the  laws  of  this  or  any  other  State. 

Article  6.  Dividends  and  Finance. — 2.  Dividends  shall  be  declared  only 
from  the  surplus  profits  at  such  times  as  the  board  of  active  directors  shall 
direct ; and  no  dividends  shall  be  declared  that  will  impair  the  capital  of 
the  company. 

3.  All  moneys  of  the  company  shall  be  deposited  in  the  name  of  the  company 
in  such  bank  or  banks  as  may  be  designated,  from  time  to  time,  by  the  execu- 
tive committee  and  shall  be  drawn  only  upon  the  joint  checks  or  drafts  signed 
by  the  treasurer  and  approved  by  the  president. 

4.  All  investments  of  the  company  shall  stand  in  the  name  of  the  South- 
eastern Life  Insurance  Company  and  not  in  the  name  of  any  individual  as  an 
officer  of  the  company. 

Article  7.  Miscellaneous. — 1.  No  policy  of  insurance,  annuity  or  other 
insurance  risk,  shall  be  issued  until  the  application  for  same  has  been  examined 
and  recommended  for  acceptance  by  the  medical  director  and  approved  by  the 
president  (or  in  his  absence  or  inability  to  act,  by  the  first  or  second  vice- 
president  and  the  secretary). 

2.  These  by-laws  may  be  added  to,  amended  or  repealed,  by  a majority  vote 
of  the  entire  outstanding  stock  of  the  company  at  any  regular  meeting  of  the 
stockholders,  or  at  any  special  meeting,  where  such  proposed  action  has  been 
announced  in  the  call  and  notice  of  such  meeting. 


THE  SOUTHERN  STATES  LIFE  INSURANCE  COMPANY, 


State  of  Alabama,  Montgomery  county,  to  the  judge  of  probate  of  said 
County : 

We,  the  undersigned  subscribers  to  the  capital  stock  of  The  Southern 
States  Life  Insurance  Company,  respectfully  show  that : 

1.  The  Southern  States  Life  Insurance  Company  is  to  be  a cor- 
poration located  in  the  State  of  Alabama  with  its  home  office  in  the 
city  of  Montgomery,  Montgomery  county,  Alabama. 

2.  The  purpose  of  the  corporation  is  pecuniary  gain  to  its  stock- 
holders and  benefit  to  its  policyholders. 


518  charters  of  life  insurance  companies. 

3.  The  incorporators  are  Marion  M.  Jackson,  A.  J.  Orme  and  P.  C. 
Wadsworth,  all  of  whom  are  residents  of  the  city  of  Atlanta,  county 
of  Fulton  and  State  of  Georgia. 

4.  The  name  and  style  of  the  corporation  shall  be  The  Southern 
States  Life  Insurance  Company. 

5.  The  nature  of  the  business  in  which  the  company  proposes  to 
engage  is  to  make  insurance  upon  the  lives  of  individuals.  To  grant, 
purchase  and  dispose  of  annuities,  and  to  execute  such  trusts  as  are 
consistent  with  its  business.  It  shall  have  all  the  powers  conferred 
by  the  laws  of  the  State  of  Alabama  upon  corporations  organized  for 
the  purpose  of  insuring  the  lives  of  individuals,  and  shall  be  empowered 
to  issue  all  forms  of  insurance  contracts  as  may  be  connected  with  the 
business  of  life  insurance  as  it  now  or  may  hereafter  be  carried  on 
in  the  United  States.  It  shall  have  the  power  to  make  insurance  upon 
the  lives  of  individuals  combining  life,  accident  and  health,  and  shall 
have  the  power  to  acquire  and  hold  all  such  property,  and  to  perform 
such  acts  as  may  be  necessary  or  convenient  in  the  transaction  of  its 
business. 

6.  The  capital  stock  of  said  company  is  to  be  one  hundred  thousand 
dollars  ($100,000),  divided  into  shares  on  one  hundred  dollars  ($100) 
each,  subscribed  for  at  one  hundred  and  fifty  dollars  ($150)  per 
share  in  order  to  give  said  corporation  a fully  paid  capital  of  one 
hundred  thousand  dollars  ($100,000)  and  a surplus  of  fifty  thousand 
dollars  ($50,000).  Said  capital  stock  has  been  fully  subscribed  and 
the  sum  of  one  hundred  thousand  dollars  ($100,000)  has  been  actually 
paid  into  the  company,  and  is  in  good  faith  held  and  to  be  used  solely 
for  the  purposes  above  set  forth. 

7.  It  is  proposed  that  said  company  shall  conduct  its  business  as 
above  set  forth  not  only  in  the  State  of  Alabama  but  in  any  other 
State,  territory  or  country  where  its  officers  may  deem  it  advisable 
and  the  laws  thereof  permit. 

Correction  of  Charter. 

State  of  Georgia,  County  of  Fulton.  Before  me  personally  appeared 
Wilmer  L.  Moore,  who,  being  duly  sworn,  deposeth  and  says  that : 

He  is  the  president  of  The  Southern  States  Life  Insurance  Com- 
pany, a corporation,  which  was  organized  under  the  general  laws  of 
the  State  of  Alabama,  by  proceedings  had  in  the  probate  court  of 
Montgomery  county,  Alabama,  a declaration  or  certificate  of  incor- 
poration thereof  having  been  filed  in  said  probate  office,  to-wit : 16th 


SOUTHERN  STATES  LIFE. 


S19 


day  of  April,  1906,  the  incorporators  being  A.  J.  Orme,  Marion  M. 
Jackson  and  P.  C.  Wadsworth.  Said  declaration  or  certificate  of 
incorporation  is  recorded  in  Incorporation  Record  3,  page  420  in  said 
probate  office. 

Said  declaration  or  certificate  stating  the  names  and  residences  of 
the  incorporators,  the  name  and  style  of  said  corporation,  the  location 
or  principal  place  of  business  of  the  corporation,  the  purposes  of  the 
corporation  and  the  nature  of  its  business,  the  amount  of  the  capital 
stock  and  the  number  of  shares  into  which  it  is  divided,  was  signed 
by  said  incorporators. 

Affiant  further  states  that  the  subscribers  to  the  capital  stock  of  said 
corporation  were  the  said  A.  J.  Orme,  Marion  Jackson  and  P.  C. 
Wadsworth,  who  subscribed  for  an  equal  number  of  said  shares,  and 
who  paid  the  whole  of  said  capital  stock,  to- wit : One  hundred  thou- 

sand dollars  in  cash  to  Frank  Orme,  the  treasurer  of  said  corporation, 
whose  postoffice  address  is  Atlanta,  Georgia. 

Since  the  incorporation  of  said  company,  as  aforesaid,  the  follow- 
ing named  persons  have  become  shareholders  in  said  company,  and 
have  been  duly  and  regularly  elected  directors  thereof,  no  directors 
having  been  elected  prior  to  the  filing  of  said  certificate  of  incorpora- 
tion. * * * 

The  duly  elected  and  chosen  officers  of  the  corporation  are : Wilmer 
L.  Moore,  president,  Atlanta,  Ga. ; Frank  Orme,  secretary  and  treas- 
urer, Atlanta,  Ga. 

At  the  organization  of  said  corporation,  as  aforesaid,  there  was  no 
written  subscription  list,  but  each' of  the  incorporators  subscribed  to 
said  capital  stock  for  an  equal  number  of  shares,  the  aggregate  of  said 
subscriptions  being  one  hundred  thousand  dollars,  all  of  which  was 
paid  in,  in  cash,  as  aforesaid,  and  went  into  the  treasury  of  said 
company. 

The  capital  stock  of  said  corporation  is  divided  into  one  thousand 
shares  of  the  par  value  of  one  hundred  dollars  each.  Attached  hereto 
is  a statement,  under  oath,  of  the  treasurer  of  said  corporation,  show- 
ing payment  in  full  of  the  subscriptions  to  said  capital  stock. 

No  officer  or  agent  of  the  corporation  was  specifically  designated  to 
receive  subscriptions  to  the  capital  stock,  since  at  the  time  of  said 
application  Frank  Orme  had  been  duly  designated  the  treasurer  of 
the  company  for  that  purpose  and  to  him  had  been  paid  the  entire 
capital  stock  of  one  hundred  thousand  dollars  in  cash. 


52° 


CHARTERS  OF  LIFE  INSURANCE  COMPANIES. 


This  affidavit  is  made  to  supply  such  of  the  information  herein  con- 
tained as  was  omitted  by  inadvertence  from  said  original  declaration 
or  certificate  of  incorporation. 


EXTRACTS  FROM  THE  BY-LAWS. 

Article  i.  Name  and  Seal.  Sec.  i.  The  name  of  the  corporation  shall 
be  “ The  Southern  States  Life  Insurance  Company.”  It  shall  have  a common 
seal  bearing  the  name  of  the  company.  Its  principal  place  of  business  shall 
be  in  the  city  of  Montgomery,  Alabama,  and  its  general  office  in  the  city 
of  Atlanta,  Georgia. 

Article  2.  Stockholders.  Sec.  i.  The  annual  meeting  of  the  stockholders 
shall  be  held  the  fourth  Tuesday  in  January  of  each  year,  either  at  the 
company’s  office  in  Atlanta,  Georgia,  or  Montgomery,  Alabama. 

Sec.  2.  Notice  of  the  meeting,  giving  the  place  where  it  will  be  held,  shall 
be  mailed  to  each  stockholder  at  his  address  as  it  appears  upon  the  records 
of  the  company,  at  least  ten  days  prior  to  said  meeting. 

Sec.  3.  Stockholders  may  be  represented  by  proxies  or  powers  of  attorney, 
and  each  share  of  stock  shall  be  entitled  to  one  vote. 

A majority  of  the  total  amount  of  stock  issued,  as  shown  by  the  books 
of  the  company,  shall  constitute  a quorum. 

Sec.  4.  Special  meetings  of  the  stockholders  may  be  called  by  the  president, 
or  by  five  members  of  the  board  of  directors,  and  the  notification  shall  be 
that  prescribed  in  section  2 of  this  article,  for  annual  meetings ; and  such 
notice  shall  be  given  by  the  secretary  when  so  directed  by  the  president, 
or  the  five  members  of  the  board  of  directors. 

Article  3.  Directors.  Sec.  i.  The  property  and  business  of  the  company 
shall  be  managed  by  a board  consisting  of  not  less  than  twenty-nine  directors, 
nine  of  whom  shall  constitute  a quorum. 

Sec.  2.  The  members  of  the  board  of  directors  shall  be  elected  annually 
at  the  annual  meeting  of  the  stockholders  of  the  company  and  shall  serve 
until  their  successors  are  elected  and  qualified ; unless  elected  as  provided 
in  section  three  hereafter. 

Sec.  3.  When  recommended  by  the  president  the  number  of  directors  of 
the  company  may  be  increased  by  a majority  vote  of  the  members  of  the 
executive  committee.  Upon  such  increase  the  additional  directors  shall  be 
elected  by  the  executive  committee ; to  hold  office  until  the  next  annual 
meeting  of  the  stockholders  of  the  company;  at  which  time  it  shall  be  deter- 
mined whether  or  not  the  said  increase  shall  be  permanent. 

Sec.  4.  A director  of  the  company  may  be  removed  from  office  by  a vote 
of  two-thirds  of  the  directors  elected  at  the  regular  annual  meeting  of  the 
stockholders. 

Sec.  5.  Regular  meetings  of  the  board  of  directors  shall  be  held  once  in 
every  three  months  on  such  day  as  may  be  designated  by  the  board  of  directors, 
and  oftener  if  in  the  discretion  of  the  board  it  be  necessary. 

The  annual  meeting  of  the  board  of  directors  shall  be  held  at  an  hour 
preceding  that  fixed  for  the  regular  meeting  of  the  stockholders  of  the  com- 


SOUTHERN  STATES  LIFE. 


521 


pany  the  fourth  Tuesday  of  January  in  each  year.  On  the  same  day  at  an 
hour  subsequent  to  the  meeting  of  the  stockholders,  the  directors  shall  meet 
for  the  purpose  of  electing  officers  of  the  company  provided  for  in  article 
4,  section  1.  If  the  officers  be  not  elected  at  that  meeting,  or,  if  no  meeting 
be  held,  they  may  be  elected  at  a meeting  called  for  the  purpose  as  provided 
in  article  3,  section  6. 

Sec.  6.  Special  meetings  of  the  board  of  directors  may  be  called  by  the 
president  or  by  five  members  of  the  board  of  directors.  Five  days’  notice 
of  such  meeting  must  be  given  to  each  director  personally  or  by  letter 
addressed  to  his  last  known  place  of  residence  or  his  place  of  business,  and 
the  object  of  the  meeting  shall  be  stated  in  the  call. 

Sec.  7.  The  board  of  directors  shall  adopt  such  plans  of  insurance,  forms 
of  policies,  tables  of  rates  and  regulations  upon  the  subject  of  insurance  as 
they  may  deem  for  the  best  interest  of  the  company,  and  direct  such  officers 
of  the  company  to  sign  all  contracts  for  insurance  on  life  and  for  annuities 
as  they  may  deem  proper. 

Article  4.  Officers.  Sec.  i.  The  officers  of  the  company  shall  be  a 
president,  such  vice-presidents  as  the  board  of  directors  may  determine,  and 
a treasurer.  These  officers  shall  be  elected  from  among  the  board  of  directors 
and  shall  be  elected  by  a majority  vote  of  the  directors  at  the  meeting  for 
the  election  of  officers  provided  for  in  article  3,  section  5.  At  the  same 
meeting  and  in  the  same  manner,  excepting  that  they  need  not  be  members 
of  the  board  of  directors,  shall  be  elected  a secretary  and  auditor  and  such 
other  officers  as  the  directors  may  deem  advisable,  it  being  in  the  power  of 
the  directors  to  create  such  offices  as  they  may  determine.  The  officers 
elected  shall  hold  office  for  one  year,  or  until  their  successors  are  elected ; 
subject,  however,  to  removal  by  the  board  of  directors  at  any  time  for  cause. 

Article  5.  Standing  Committees.  Sec.  i.  There  shall  be  two  standing 
committees,  viz. : 1.  An  executive  committee ; 2.  A finance  committee,  the 

members  of  which  shall  be  elected  by  ballot  at  the  same  meeting  of  the  board 
of  directors  at  which  the  officers  of  the  company  are  elected.  The  members 
of  the  committee  shall  hold  office  for  one  year  or  until  their  successors 
are  elected.  A vacancy  in  the  standing  committees  may  be  filled  by  the 
board  of  directors  for  the  unexpired  term.  Each  committee  shall  keep  a full 
record  of  its  proceedings,  which  shall  be  reported  by  the  secretary  at  each 
quarterly  meeting  of  the  board  of  directors,  or  at  any  other  meeting  of  the 
board  when  called  for. 

Article  6.  Executive  Committee.  Sec.  i.  The  executive  committee  shall 
consist  of  seven  members,  namely,  the  president  and  six  directors.  The  presi- 
dent shall  be  the  chairman  of  the  committee.  A majority  of  the  members 
shall  constitute  a quorum. 

Sec.  2.  The  executive  committee  shall  exercise  all  powers  and  authorities 
vested  in,  and  conferred  upon  the  board  of  directors,  when  the  board  is  not 
in  session. 

Sec.  3.  The  executive  committee  shall  consider  all  matters  relating  to  the 
adjustment  and  settlement  of  claims  for  losses  where  doubt  exists  as  to  the 
liability  of  the  company.  Should  the  medical  department  report  that  a claim 


522 


CHARTERS  OF  LIFE  INSURANCE  COMPANIES. 


is  valid,  the  president  and  treasurer  shall  have  authority  to  pay  it;  reporting 
the  payment  at  the  first  meeting  of  the  executive  committee  thereafter. 

Article  7.  Finance  Committee.  Sec.  i.  The  finance  committee  shall  con- 
sist of  not  less  than  five  members  of  whom  the  president  and  treasurer  shall 
be  two.  A majority  of  the  members  shall  constitute  a quorum. 

Sec.  2.  When  the  board  of  directors  is  not  in  session,  the  finance  com- 
mittee shall  have  control  of  the  investment  of  the  funds  of  the  company. 

Sec.  3.  Loans  shall  be  authorized  only  on  real  estate  first  mortgages, 
national,  state,  county  and  municipal  bonds.  No  loan,  purchase  or  invest- 
ment exceeding  $10,000  in  amount  shall  be  made  without  four  affirmative 
votes  of  the  finance  committee.  Investments  of  less  amounts  may  be  made 
with  three  affirmative  votes. 

Sec.  4.  Before  any  money  is  paid  out  for  authorized  loans,  the  securities 
and  documents  to  secure  said  loans  must  be  approved  by  the  attorneys  for 
the  company. 

Article  8.  President.  Sec.  i.  The  president  shall  hold  office  for  one 

year,  or  until  his  successor  shall  be  elected.  He  shall,  if  present,  preside  at 
meetings  of  the  board  of  directors,  and  of  the  stockholders.  He  shall  have 
the  active  management  of  the  company,  subject  to  the  board  of  directors. 
He  shall  execute  contracts  and  agreements  when  authorized  to  do  so  either 
by  the  board  of  directors  or  the  executive  committee,  and  shall  cause  the 
seal  of  the  company  to  be  affixed  to  all  contracts  or  other  instruments 
requiring  the  same. 

Article  9.  General  Provisions.  Sec.  i.  Checks,  drafts,  orders  for  the 

payment  of  money,  promissory  notes,  and  bills  of  exchange  shall  be  signed 
by  the  Treasurer  and  countersigned  by  the  president. 

Sec.  2.  Investments  shall  be  made  in  the  name  of  “ The  Southern  States 
Life  Insurance  Company.”  Transfers  of  registered  bonds  and  assignments, 
and  releases  of  mortgages  shall  be  executed  for  the  company  by  the  president 
and  the  treasurer.  Unmatured  mortgages  may  be  cancelled  when  approved 
by  the  finance  committee. 

Sec.  3.  The  annual  statement  of  the  business  of  the  company  shall  be 
presented  by  the  president  to  the  board  of  directors  at  the  annual  meeting 
in  January. 

Sec.  4.  Whenever  under  the  provision  of  these  by-laws  notice  is  required 
to  be  given  to  a stockholder,  director  or  officer,  such  notice  shall  be  deemed 
to  have  been  given  at  the  time  when  the  same  shall  have  been  embodied  in 
writing  and  deposited  in  a postoffice  or  letter  box  in  a postpaid,  sealed 
wrapper  addressed  to  such  stockholder,  director  or  officer  at  his  address  as 
it  appears  on  the  books  of  the  company. 

Sec.  5.  A stockholder,  director  or  officer  may  waive  notice  required  to  be 
given  under  these  by-laws,  and  the  presence  of  such  stockholder,  director, 
or  officer  at  any  meeting  shall  be  deemed  to  be  a waiver  of  such  notice. 

Sec.  6.  No  commission  direct,  or  indirect,  shall  be  received  by  any  member 
of  the  board  of  directors  for  procuring  or  facilitating  loans  of  the  com- 
pany’s funds. 

Sec.  7.  The  directors,  officers  and  employees  shall  receive  such  compensa- 
tion as  the  board  of  directors  or  the  executive  committee  shall  determine. 


SOUTHERN  STATES  MUTUAL  LIFE.  523 

but  no  officer  employed  by  the  company  shall  be  entitled  to  vote  on  any 
question  in  which  his  remuneration  is  involved. 

Article  io.  Stock  Certificates.  Sec.  i.  Certificates  of  stock  issued  by  the 
company  shall  be  signed  by  the  president  and  secretary  with  the  seal  of 
the  company  affixed,  and  no  transfer  shall  be  complete  until  the  same  has 
been  recorded  in  the  stock  ledger  of  the  company. 

Sec.  2.  The  books  for  the  transfer  of  shares  shall  be  closed  ten  days  prior 
to  any  annual  election  of  directors. 

Article  ii.  Amendments.  Sec.  i.  The  by-laws  may  be  amended  by  a 
majority  vote  of  the  stockholders  present  or  represented  at  a regular  or 
called  meeting  of  the  stockholders  provided  that  in  the  call  for  the  meeting 
the  amendment  proposed  shall  have  been  stated  in  substance. 


SOUTHERN  STATES  MUTUAL  LIFE  INSURANCE 
COMPANY. 


I,  C.  W.  Swisher,  secretary  of  state  of  the  State  of  West  Virginia, 
hereby  certify  that  an  agreement,  duly  acknowledged  and  accompanied 
by  the  proper  affidavits,  has  been  this  day  delivered  to  me,  which 
agreement  is  in  the  words  and  figures  following: 

1.  The  undersigned  agree  to  become  a corporation  by  the  name 
of  Southern  States  Mutual  Life  Insurance  Company. 

2.  The  principal  place  of  business  of  said  corporation  shall  be 
located  at  Charleston,  Kanawha  county,  West  Virginia,  with  the 
privilege  of  establishing  branch  offices  at  such  other  places  as  may 
be  hereafter  desired.  Said  corporation  will  have  no  chief  works. 

3.  The  objects  and  purposes  for  which  this  corporation  is  formed 
are  as  follows : 

For  the  purpose  of  insuring  the  respective  lives  of  its  members  and 
others,  and  to  make  all  and  every  insurance  appertaining  to  or  con- 
nected with  life  risks  of  whatsoever  kind  or  nature ; to  make  endow- 
ments and  to  grant  and  purchase  annuities. 

4.  The  amount  of  the  total  authorized  capital  stock  of  said  cor- 
poration shall  be  two  hundred  and  fifty  thousand  dollars  ($250,000), 
which  shall  be  divided  into  twenty-five  hundred  shares  of  the  par 
value  of  one  hundred  dollars  each,  of  which  authorized  capital  stock 
the  amount  of  two  hundred  and  eight  thousand  dollars  ($208,000) 
has  been  subscribed,  and  the  amount  of  twenty  thousand  eight  hundred 
dollars  ($20,800)  has  been  paid. 


524 


CHARTERS  OF  LIFE  INSURANCE  COMPANIES. 


5.  The  names  and  postoffice  addresses  of  the  incorporators  are  as 
follows : * * * 

6.  This  corporation  shall  continue  perpetually. 

7.  (a)  The  company  shall  have  the  right  to  purchase  and  cancel  the 
shares  of  its  capital  stock  at  any  time,  for  the  benefit  of  the  insured  in 
this  company,  at  such  reasonable  prices  above  par  as  may  be  fixed  by 
the  board  of  directors  and  approved  by  the  insurance  commissioner 
of  this  State  as  not  impairing  the  policy  reserves  of  the  company,  and 
the  company  thereby  made  strictly  mutual  as  between  the  policy- 
holders therein.  Half-yearly  dividends  not  exceeding  five  per  cent, 
may  be  declared  from  time  to  time  upon  the  capital  stock  of  this  com- 
pany by  the  board  of  directors,  when  the  surplus  so  justifies. 

(b)  Every  member  insured  by  this  company  shall  be  a member 
entitled  to  one  vote  and  one  vote  additional  for  each  five  thousand 
dollars  of  insurance  carried  by  him  in  excess  of  the  first  five  thousand 
dollars. 

(c)  The  assets  of  this  company  shall  be  invested  in  securities  of 
standard  value,  and  none  other,  limited  so  far  as  possible  to  those 
permitted  savings  banks,  and  under  proper  limitations  be  invested  in 
each  State  in  proportion  to  the  volume  of  business  derived  from  such 
State;  but  all  investments  shall  be  made  with  reference  to  the  best 
interests  of  the  policyholders. 

(d)  This  company  shall  not  directly  or  indirectly  contribute  to  any 
fund  to  be  used  for  political  purposes. 

(e)  No  officer,  agent  or  employee  of  this  company  shall  receive 
directly  or  indirectly  more  than  a reasonable  compensation  for  the 
services  rendered  by  him  to  the  company. 

(f)  No  officer  or  director  of  this  company  shall  borrow  money  from 
this  company,  or  participate  in  any  of  its  investments. 

(g)  Upon  the  receipt  by  the  company  of  satisfactory  proof  of  the 
death  of  a policyholder  in  this  company,  there  shall  be  promptly  paid 
to  the  person  entitled  to  receive  the  same,  the  amount  due  upon  the 
policy,  including  the  full  dividends  accrued  thereupon,  according  to 
the  last  annual  statement  of  this  company. 

Given  under  our  hands,  this  6th  day  of  January,  1906. 

Wherefore,  the  corporators  named  in  the  said  agreement,  and  who 
have  signed  the  same,  and  their  successors  and  assigns,  are  hereby 
declared  to  be  from  this  date  perpetually,  a corporation  by  the  name 
and  for  the  purposes  set  forth  in  said  agreement. 


SOUTHERN  STATES  MUTUAL  LIFE. 


525 


Given  under  my  hand  and  the  great  seal  of  the  said  State,  at  the 
city  of  Charleston,  this  twenty-sixth  day  of  January,  nineteen  hundred 
and  six.  C.  W.  Swisher,  Secretary  of  State. 


EXTRACTS  FROM  THE  BY-LAWS. 

Article  i.  Principal  Offices. — The  principal  office  of  this  company  shall 
be  kept  and  maintained  at  Charleston,  Kanawha  county,  West  Virginia. 

Branch  offices  may  be  established  elsewhere  within  or  without  the  state,  by 
the  board  of  directors,  as  may  be  needed  for  the  business  of  the  company. 

Article  2.  Capital  Stock. — The  capital  stock  of  this  company  shall  consist 
of  2,500  shares  of  the  par  value  of  $100  each,  to  be  paid  for  in  accordance 
with  the  unanimous  resolution  of  the  incorporators  and  stockholders  of  the 
company,  adopted  January  26th,  1906,  upon  a basis  of  $120  per  share;  the 

said  $20  per  share  to  constitute  the  surplus  fund  in  the  treasury  of  the 

company,  to  be  used  in  its  business.  The  said  sum  of  $120  shall  be  regarded 
as  the  stock  as  between  the  stockholders  and  the  company,  except  in  the 
payment  of  dividends  thereon.  The  capital  stock,  together  with  the  said 

surplus  fund,  shall  be  paid  in,  in  full,  as  called  for  by  assessments  levied  by 
the  board  of  directors.  The  said  stock  shall  be  transferrable  only  upon  the 
books  of  the  company,  in  person  or  by  attorney ; but  no  transfer  of  stock 
shall  be  binding  until  the  old  certificate  be  surrendered  and  a new  one  issued 
to  the  transferee,  and  recorded  in  the  stock  book  of  the  company. 

The  board  of  directors  may  provide  for  a transfer  agent,  if  it  seems  fit 
to  do  so,  by  whom  all  transfers  of  stock  shall  be  made. 

Article  3.  Officers.  Sec.  i.  The  officers  of  this  company  shall  consist 
of  a president;  a first  vice-president,  who  may  also  be  manager;  a second 
vice-president,  who  may  also  be  a director  of  agencies;  a secretary,  who 
may  also  be  treasurer,  who  may  also  be  secretary.  The  directors  may  also 
appoint  a general  counsel,  a cashier,  an  actuary,  a medical  director,  assistants 
to  any  of  the  officers  as  the  board  may  from  time  to  time  determine,  and  the 
interests  of  the  company  require.  Such  officers  shall  be  chosen  by  the  board 
of  directors  at  the  first  meeting  following  the  annual  meeting  of  the  company 
in  each  year,  or,  in  case  of  a vacancy  the  same  may  be  filled  at  any  regular 
or  special  meeting  of  the  board.  All  officers  of  the  company  shall  hold  their 
respective  offices  until  their  successors  are  duly  elected  and  qualified  unless 
removed  as  hereinafter  provided. 

Sec.  2.  Compensation  of  Officers. — No  officer,  agent  or  employee  of  this 
company  shall  receive  directly  or  indirectly  more  than  a reasonable  com- 
pensation for  the  services  rendered  by  him  to  the  company,  to  be  fixed  by 
the  board  of  directors,  or  under  their  instructions. 

Sec.  3.  Bonds  of  Officers. — The  board  of  directors  shall  provide  for  such 
bonds,  in  such  penal  sums  as  may  be  necessary,  from  time  to  time,  to 
indemnify  the  company  against  any  defaults  by  its  officers  or  agents.  Such 
bonds  shall  be  deposited  for  safe  keeping  in  the  vaults  of  a bank  secured 
for  that  purpose,  in  the  city  of  Charleston,  West  Virginia. 


526 


CHARTERS  OF  LIFE  INSURANCE  COMPANIES. 


Article  4.  Duties  of  Officers.  Sec.  1.  President. — The  president  shall  be 
chief  executive  officer  of  the  company.  He  shall  preside  at  the  meetings  of 
the  board  of  directors.  He  shall  execute  all  contracts  and  other  papers 
requiring  the  seal  of  the  company,  which,  when  affixed,  shall  be  attested  by 
the  secretary  of  the  company.  He  shall  be  ex-officio  a member  of  all  standing 
committees,  and  shall  have  charge  of  such  other  business  as  the  board 
may  direct. 

Article  5.  Board  of  Directors. — The  board  of  directors  of  this  company 
shall  consist  of  fifteen  persons  who  shall  hold  their  office  for  one  year,  or 
until  their  successors  are  elected  and  qualified  Such  directors  need  not 
be  residents  of  the  state  of  West  Virginia,  nor  stockholders  in  this  company. 
They  shall  adopt  such  rules  and  regulations  for  the  government  of  the  board 
as  may  be  proper,  including  the  election  from  the  board  of  an  executive 
committee,  consisting  of  six  members,  in  addition  to  the  president  of  the 
company,  in  whose  absence  or  inability  to  act  as  chairman  pro  tempore  may 
be  selected  by  those  present.  They  shall  also  elect  all  officers  of  the  com- 
pany, fix  their  compensations,  and  prescribe  their  duties  subject  to  these  by-laws. 
Any  eight  of  the  board  of  directors  shall  constitute  a quorum.  The  members 
of  the  company  who  are  the  stockholders  and  voting  policyholders,  at  any 
meeting  may  remove  any  director  and  fill  the  vacancy  thus  occurring  until 
the  next  annual  meeting,  or  until  his  successor  is  elected  and  qualified.  A 
vacancy  occurring  in  the  board  from  any  other  cause  may  be  filled  by  the 
board  until  the  next  election  of  the  directors. 

Article  6.  Executive  Committee. — The  executive  committee  shall  consist 
of  seven  directors,  including  the  president,  who  shall  be  ex-officio  a member 
of  such  committee  and  chairman  thereof.  If  absent  or  unable  to  act  those 
present  may  select  a chairman  pro  tempore.  It  may  meet  at  stated  times, 
or  upon  notice  to  its  members.  It  shall  advise  with  and  aid  the  officers  or 
the  company  in  all  matters  concerning  the  interests  and  the  management  of 
its  business,  and  generally  perform  such  duties  as  may  be  prescribed  by 

the  board  of  directors  from  time  to  time.  Four  members  of  the  committee 

shall  constitute  a quorum  to  transact  business,  but  the  committee  shall  make 
no  loans,  purchase  or  investment  without  four  affirmative  votes.  The  com- 
mittee shall  keep  the  minutes  of  all  the  proceedings  and  report  the  same  to 
the  board  of  directors  at  the  regular  meetings  of  the  board.  It  shall  have 
the  power  to  make  contracts,  and  shall  generally  perform  such  duties  as  are 
within  the  powers  of  the  board  while  the  board  is  not  in  session.  The 
minutes  and  all  the  books  and  papers  of  the  committee  or  of  the  board  of 

directors,  or  any  expert  appointed  by  said  board,  or  by  any  committee  or 

expert  appointed  by  the  members  of  the  company,  at  any  time  during  business 
hours,  and  without  notice.  No  member  of  the  committee  shall  be  present 
during  the  discussion  of  or  vote  upon  any  question  in  which  he  is  personally 
interested. 

Article  7.  Meetings  of  Members.  Sec.  i.  All  meetings  of  the  members 
of  this  company  shall  be  held  at  its  principal  office  in  the  city  of  Charleston, 
West  Virginia.  The  annual  meetings  for  the  election  of  directors,  and  the 
transaction  of  such  other  business  as  may  properly  come  before  such  meet- 


SOUTHERN  STATES  MUTUAL  LIFE. 


527 


ing,  shall  be  held  at  its  principal  office  on  the  first  Tuesday  after  the  tenth 
day  of  January,  of  each  year  hereafter  at  io  o’clock  in  the  forenoon  of  that 
day.  The  stock  transfer  books  of  the  company  shall  be  closed  for  one  week 
prior  to  such  meetings.  All  elections  for  directors  shall  be  governed  by 
the  laws  of  the  state  of  West  Virginia  governing  the  election  of  directors 
of  a joint  stock  company.  At  any  meeting  of  the  company  a quorum  shall 
be  constituted  by  the  presence  in  person  or  by  proxy  of  a majority  of  the 
capital  stock  outstanding. 

Sec.  2.  Special  Meetings. — The  holders  of  one-fifth  of  the  capital  stock,  or 
policyholders  having  500  votes  under  section  3,  below  may,  at  any  time,  call 
a special  meeting  of  the  members,  or  instruct  the  president  so  to  do.  Notice 
of  such  meeting  must  be  given  to  all  members  of  the  company  in  the  manner 
hereinafter  set  out. 

Sec.  3.  How  Members  May  Vote. — The  vote  of  all  questions  in  the  mem- 
ber’s meetings  shall  be  shares,  so  far  as  the  stock  of  this  company  is  con- 
cerned; each  share  of  the  stock  to  be  counted  as  one  vote.  All  stock  must 
be  voted  by  the  owners  of  it,  in  person,  or  by  a person  authorized  by  power 
of  attorney,  subject  to  section  4,  below  to  vote  such  stock.  The  policyholders 
of  this  company  shall  also  be  entitled  to  vote,  in  person  or  by  proxy,  at  all 
meetings  of  the  members.  Each  person  holding  a policy  of  insurance  upon 
his  own  life  in  this  company  shall  be  a member  of  this  society,  and  entitled 
to  one  vote,  and  one  vote  additional  for  each  $5,000  of  insurance  carried 
by  him  upon  his  own  life,  in  excess  of  the  first  $5,000.  This  voting  privilege, 
thus  conferred  upon  the  policyholders,  shall  never  be  construed  to  vest  in  the 
policyholder  the  right  to  deny,  withhold,  or  refuse  to  pay  reasonable  and 
proper  dividends  to  the  stockholders  upon  the  stock  held  by  them  in  this 
company,  until  the  stock  be  retired. 

Sec.  4.  No  power  of  attorney  shall  be  recognized  at  any  meetings  of  the 
members  of  this  company,  unless  returned  and  listed  upon  the  books  of 
the  company  at  least  one  week  prior  to  the  meeting  at  which  they  are  to 
be  used.  No  person  shall,  as  proxy  for  policyholders  in  this  company,  cast 
more  than  twenty  votes  as  such  proxy. 

Sec.  5.  Notice  of  Meeting. — Notice  of  the  annual  or  any  general  or  special 
meeting  of  the  members  of  this  company  shall  be  given  by  publication  of 
the  same  in  two  public  newspapers  printed  in  the  city  of  Charleston,  West 
Virginia,  for  two  weeks  preceding  such  meeting ; and,  should  the  directors 
at  any  time  deem  it  for  the  best  interests  of  the  company  to  change  the  date 
or  time  for  holding  the  annual  meeting  of  the  company,  such  change  may 
be  made  by  publication  thereof  in  the  manner  herein  specified. 

Article  8.  Investments  and  Securities.  Sec.  i.  Investments. — The  assets 
of  this  company  shall  be  invested  by  the  executive  committee  or  board  of 
directors  in  securities  of  standard  value,  and  none  other,  limited,  so  far  as 
possible,  to  those  permitted  savings  banks,  and,  under  proper  limitations,  be 
vested  in  each  state;  in  proportion  to  the  volume  of  business  derived  from 
each  state ; but  all  investments  shall  be  made  with  reference  to  the  best 
interests  of  the  policyholders. 


528  CHARTERS  OF  LIFE  INSURANCE  COMPANIES. 

Sec.  2.  Securities. — All  securities  of  the  company  shall  be  under  the  care 
and  charge  of  the  treasurer  of  the  company,  and  shall  be  deposited  in  the 
vaults  of  some  bank  located  in  the  city  of  Charleston,  West  Virginia,  in 
the  absence  of  the  treasurer,  for  any  cause,  such  securities  shall  be  under 
the  care  of  any  two  members  of  the  executive  committee,  who  shall  be 
selected  for  that  purpose. 

Article  9.  Receipts  and  Disbursements. — All  receipts  of  the  company  shall 
be  given  by  the  secretary  or  treasurer,  or  his  assistant,  and  all  funds  so  received 
shall  be  deposited  by  the  secretary  or  treasurer,  or  his  assistant,  under  the 
direction  and  subject  to  the  supervision  of  the  executive  committee.  All  dis- 
bursements shall  be  made  by  a voucher-check  signed  by  the  treasurer,  or  his 
assistant,  and  countersigned  by  the  president,  one  of  the  vice-presidents,  or, 
in  the  absence  of  any  of  these  officials,  their  place  may  be  filled  by  any 
two  members  of  the  executive  committee.  Such  vouchers  shall  plainly  show 
the  purposes  for  which  such  disbursements  are  made.  No  funds  of  this 
company  shall  be  directly  or  indirectly  used  for  political  purposes,  or  any 
other  purpose  not  authorized  by  law. 

Article  10.  Dividends  to  Stockholders.  Sec.  i.  Dividends  to  Stockholders. 
— Half  yearly  dividends  not  exceeding  five  per  cent  shall  be  declared  from 
time  to  time  upon  the  capital  ■ stock  of  this  company  by  the  board  of  direc- 
tors when  the  surplus  so  justifies.  No  other  dividends  of  any  kind  or  char- 
acter may  be  made  to  stockholders,  as  such. 

Sec.  2.  Dividends  to  Policyholders. — From  the  profits  arising  from  the  busi- 
ness of  this  company,  the  board  shall  annually,  in  the  month  of  January, 
declare  a dividend  to  the  mutual  policyholders,  according  to  the  kind  and 
class  of  each  policy,  or  place  to  the  credit  of  the  policy  its  equitable  pro- 
portion of  the  undivided  surplus,  as  determined  by  the  actuary  of  the  com- 
pany, and  approved  by  the  board  of  directors,  which  shall  be  payable  accord- 
ing to  the  term  and  conditions  of  the  policy. 

Article  11.  Sec.  i.  Policies  of  Insurance. — The  company  may  issue  policies 
of  insurance  upon  the  life  of  any  person  from  the  age  of  one  year  to  sixty- 
five,  inclusive,  but  for  no  greater  amount  than  twenty  thousand  dollars  upon 
the  life  of  any  one  person. 

Sec.  2.  Applications  for  Insurance. — No  policy  of  insurance  shall  be  issued 
until  there  has  been  filed  in  the  home  office  an  application  therefor,  signed 
by  the  person  making  the  application,  together  with  the  certificate  of  a 
reputable  physician,  designated  or  approved  by  the  company,  that  the  person 
to  be  insured  is  in  sound  health. 

Article  12.  How  Policies  of  Insurance  Executed. — All  policies  of  insur- 
ance issued  by  this  company  shall  be  extended  in  the  manner  following:  by 
the  president  and  secretary,  or,  in  the  absence  of  the  president,  by  one  of 
the  vice-presidents ; or.  in  the  absence  of  the  secretary,  by  the  actuary,  or 
in  the  absence  of  the  actuary,  by  the  assistant  secretary.  Should  any  of 
those  signatures  not  be  available,  any  two  members  of  the  executive  com- 
mittee may  execute  the  same  in  lieu  of  any  one  of  the  officials  above  named. 

Article  13.  Amendments. — These  by-laws  may  be  amended  at  any  regular 
or  called  meeting  of  the  members,  three-fourths  of  the  votes  of  those  present 
at  such  meeting  being  voted  in  favor  of  such  amendment. 


SOUTHWESTERN  LIFE. 


529 


SOUTHWESTERN  LIFE  INSURANCE  COMPANY. 


The  State  of  Texas.  Know  all  men  by  these  presents:  That,  we, 
W.  A.  Childress,  Geo.  W.  Jalonick  and  Sam  P.  Cochran,  all  resident 
citizens  of  the  State  of  Texas,  have  this  day  voluntarily  associated 
ourselves  together  for  the  purpose  of  creating  a private  corporation 
under  the  laws  of  the  State  of  Texas  for  the  purpose  of  transacting 
a general  life  and  accident  insurance  business,  and  for  that  purpose 
we  hereby  agree  with  each  other  and  declare: 

First.  The  name  of  such  corporation  or  company  shall  be  South- 
western Life  Insurance  Company. 

Second.  The  principal  or  home  office  of  said  company  shall  be 
located  in  the  city  of  Dallas,  Dallas  county,  Texas. 

Third.  Said  company  shall  transact  a life  insurance  business,  and 
all  and  every  insurance  pertaining  to  life  of  persons ; receive  money 
on  insurance  contracts,  and  pay  money  or  other  thing  of  value  to 
persons,  policyholders  or  their  beneficiaries,  families  or  representa- 
tives, conditioned  upon  the  continuance  or  cessation  of  human  life, 
make  endowments  and  grant,  purchase  and  dispose  of  annuities ; and 
make  contracts  upon  any  and  all  conditions  appertaining  to,  or  con- 
nected with,  life  risks,  of  whatever  kind  or  nature;  and  policies  may 
be  issued,  stipulated  to  be  with  or  without  participation  in  profits  by 
the  insured,  and  on  such  terms  and  conditions  as  may  from  time  to 
time  be  ordered  and  provided  for  by  the  by-laws  or  directors  of  said 
company. 

Said  company  may  also,  at  the  discretion  of  its  board  of  directors 
transact  the  business  of  accident  insurance,  receive  money  on  such 
policies,  and  pay  money  or  other  thing  of  value  to  persons,  policy- 
holders or  their  families  or  representatives,  conditioned  upon  the  in- 
jury, disablement  or  death  of  the  insured  resulting  from  traveling  or 
general  accident  by  land  or  water;  provided,  however,  such  accident 
insurance  business  shall  be  a separate  department  and  be  kept  sepa- 
rate and  distinct  from  the  life  insurance  business  of  said  company. 

Fourth.  Said  corporation  or  company  shall  exist  and  continue  its 
corporate  succession  for  a period  of  five  hundred  (500)  years. 

Fifth.  The  amount  of  capital  stock  of  said  company  shall  be  two 
hundred  and  fifty  thousand  dollars  ($250,000),  divided  into  two  thou- 
sand five  hundred  (2,500)  shares,  of  one  hundred  dollars  ($100)  each, 
and  the  par  value  of  each  share  shall  be  one  hundred  dollars  ($100). 


53° 


CHARTERS  OF  LIFE  INSURANCE  COMPANIES. 


The  company  shall  at  once  place  upon  its  subscription  books  for 
sale  one  thousand  shares  of  its  stock,  and  the  remaining  shares  may 
be  sold  or  disposed  of  at  such  time  and  in  such  manner  as  the  directors 
may  determine,  or  they  may  remain  unsold. 

Sixth.  The  first  directors  of  said  company  shall  be  the  following 
named  thirteen  persons:  W.  A.  Childress,  Geo.  W.  Jalonick,  Sam  P. 
Cochran,  A.  F.  Sittig,  F.  A.  Piper,  J.  H.  Reuss,  Walter  Tips,  S.  M. 
Furnam,  P.  L.  Downs,  E.  O.  Tenison,  Alexander  Sanger,  J.  B. 
Wilson,  and  John  H.  Kirby,  all  of  whom  are  resident  citizens  of 
Texas,  and  subscribers  to  the  capital  stock  of  said  company,  and  shall 
hold  their  office  as  directors  until  their  successors  are  elected  as  pro- 
vided by  law. 

The  directors  of  said  company  shall  elect  the  officers  of  the  com- 
pany and  have  general  charge  and  control  of  its  affairs  and  make 
by-laws  for  its  government. 

Said  company  shall  have  all  rights  and  privileges  as  are  now  granted 
to  life  and  accident  insurance  companies  by  the  laws  of  the  State  of 
Texas  : and  all  such  other  rights  as  are  not  inconsistent  with  the  laws 
of  said  State  now  in  force,  or  hereafter  enacted. 

In  witness  whereof  we,  who  are  subscribers  to  the  capital  stock  of 
said  company,  hereunto  affix  our  names  on  this  the  4th  day  of  March, 
A.  D.  1903. 

Amendment  of  1909. 

The  State  of  Texas,  county  and  city  of  Dallas.  Whereas,  the 
original  charter,  or  articles  of  incorporation  of  Southwestern  Life  In- 
surance Company  was,  after  being  duly  approved,  filed  in  the  office 
of  the  commissioner  of  insurance,  etc.,  for  the  State  of  Texas,  on 
to- wit,  the  10th  day  of  March,  A.  D.  1903,  with  an  authorized  capital 
stock  of  two  hundred  and  fifty  thousand  dollars,  at  the  par  value  of 
one  hundred  dollars  per  share; 

And,  whereas,  two  thousand  shares  of  such  stock  have  heretofore 
been  issued; 

And,  whereas,  the  stockholders  owning  and  representing  a majority 
of  said  stock  heretofore  issued,  did,  on  to- wit,  the  ninth  day  of  June, 
1909,  by  a unanimous  vote  enact  and  pass  the  following  resolution, 
to-wit : 

“ Resolved,  That  the  authorized  capital  stock  of  Southwestern  Life 
Insurance  Company  be  increased  from  two  hundred  and  fifty  thou- 
sand dollars  to  two  million  dollars,  and  that  Henry  D.  Lindsley,  presi- 


SOUTHWESTERN  LIFE. 


531 


dent  of  said  company,  and  T.  W.  Vardell,  vice-president  of  said  com- 
pany, be  and  they  are  hereby  directed  to  execute  and  file  the  proper 
statement  authorizing  such  increase.” 

Therefore,  know  all  men  by  these  presents,  that  we,  the  said  Henry 
Dj  Lindsley,  president,  and  T.  W.  Vardell,  vice-president,  of  said 
insurance  company,  do  hereby  execute  these  presents,  and  request  that 
this  instrument  be  approved  by  the  commissioner  of  insurance  and 
banking  of  the  State  of  .Texas,  and  filed  and  recorded  in  his  office, 
that  the  capital  stock  of  Southwestern  Life  Insurance  Company  may 
thereby  be  increased  to  two  million  dollars. 

Witness  our  hands  and  the  seal  of  said  corporation,  at  Dallas,  Texas, 
on  this  the  ninth  day  of  June,  A.  D.  1909. 


EXTRACTS  FROM  THE  BY-LAWS. 

Section  i.  Meetings  of  Stockholders. — The  annual  meeting  of  the  stock- 
holders shall  be  held  on  the  second  Tuesday  in  March  of  each  year,  at  which 
meeting  a board  of  directors,  to  be  composed  of  such  number  of  stockholders, 
not  less  than  five,  as  may  be  determined  upon,  shall  be  elected  for  the  ensuing 
year.  Special  meetings  of  stockholders  may  be  called  by  the  president  at  any 
time,  ten  days  notice  having  first  been  given  by  letter  or  telegram,  to  each 
stockholder,  and  such  special  meeting  shall  be  called  by  the  president  upon  the 
written  request  therefor  of  the  holders  of  as  many  as  one-third  of  all  the 
shares  of  the  outstanding  capital  stock  of  the  company. 

Sec.  2.  Meetings  of  Directors. — Regular  meetings  of  the  board  of  directors 
shall  be  held  on  the  second  Tuesdays  of  March,  June,  September  and  December 
of  each  year.  The  meeting  held  on  the  second  Tuesday  in  March  shall  be 
known  as  the  annual  meeting  and  shall  be  held  prior  to  the  annual  meeting  of 
the  stockholders  on  the  same  day,  and  immediately  following  the  annual  meeting 
of  the  stockholders  a meeting  of  the  new  board  of  directors  shall  be  held  to 
elect  officers  for  the  ensuing  year  and  to  transact  such  other  business  as  may 
be  deemed  advisable. 

The  president  may  call  a special  meeting  of  the  board  of  directors  at  any  time 
in  his  discretion  and  he  shall  call  such  special  meeting  whenever  five  of  the 
directors  shall  request  him  in  writing  so  to  do.  Notice  of  the  time,  place  and 
purpose  of  each  such  special  meeting  shall  be  given  by  letter  or  telegram 
addressed  to  each  director  at  his  last  known  postoffice  address,  to  be  sent  not 
less  than  five  days  prior  to  the  date  of  such  meeting,  provided  that  upon  the 
written  request  of  a majority  of  the  board  of  directors  the  president  shall  call 
a special  meeting  giving  notice  thereof  for  such  length  of  time  not  less  than 
one  day  as  shall  be  named  in  such  written  request.  Vacancies  in  the  board 
of  directors  may  be  filled  by  the  board  at  any  regular  or  called  meeting.  A 
majority  of  the  board  of  directors  shall  constitute  a quorum  for  the  trans- 
action of  business. 


532 


CHARTERS  OF  LIFE  INSURANCE  COMPANIES. 


Sec.  3.  Officers. — At  the  annual  meeting  of  the  board  of  directors  in  March 
of  each  year,  they  shall  elect  the  following  officers,  who  shall  hold  their 
offices  for  one  year  and  until  their  successors  are  duly  elected,  to  wit. : a 
president ; a first  vice-president,  who  shall  be  styled  “ vice-president ; ” a 
second  vice-president,  who  shall  be  styled  “ vice-president  and  counsel ; ” a 
third  vice-president,  who  shall  be  styled  “vice-president ; ” a secretary ; an 
actuary  (both  of  which  positions  may  be  filled  by  the  same  person),  and  a 
medical  director.  Vacancies  in  any  of  these  positions  may  be  filled  at  any 
regular  or  called  meeting  of  the  board  of  directors  and  any  such  officer  may 
be  removed  or  suspended  by  the  board  for  cause  upon  proper  hearing  after 
notice. 

Sec.  4.  Standing  Committees. — There  shall  be  two  standing  committees,  an 
executive  committee,  which  shall  also  act  as  the  insurance  committee,  and  a 
finance  committee.  The  president  shall  be  ex-officio  a member  of  each  of  these 
committees,  and  the  other  members  thereof  shall  be  elected  at  the  annual 
meeting  of  the  board  of  directors  and  shall  hold  office  for  one  year,  or  until 
their  successors  are  elected.  Vacancies  in  either  the  executive  or  finance  com- 
mittee may  be  filled  at  any  meeting  of  the  board.  Reports  of  the  transactions 
of  each  of  said  committees  shall  be  made  at  each  regular  meeting  of  the 
board,  and  regular  minutes  of  their  proceedings  shall  be  kept  in  books  provided 
for  that  purpose  by  a secretary  designated  by  each  such  committee. 

Sec.  5.  Subordinate  Officers  and  Employees. — The  president  may  appoint, 
subject  to  the  approval  of  the  executive  committee,  any  officer  not  herein  pro- 
vided to  be  elected  by  the  board  of  directors  and  any  employee  at  his  discretion, 
and  any  officer  or  employee  thus  appointed  by  the  president  may  be  removed 
or  suspended  at  his  discretion. 

Sec.  6.  Executive  Committee. — The  executive  committee  shall  consist  of  the 
president,  and  four  officers  or  directors,  and  a majority  thereof  shall  constitute 
a quorum.  It  shall  be  vested  with  the  powers  of  the  board  of  directors  when 
such  board  is  not  in  session,  in  so  far  as  the  same  may  be  delegated  to  it  con- 
sistently with  the  provisions  of  the  laws  of  Texas  and  of  these  by-laws. 

Sec.  7.  Finance  Committee. — The  finance  committee  shall  consist  of  the 
president,  and  four  directors  or  stockholders  of  the  company,  and  a majority 
of  the  committee  shall  constitute  a quorum.  It  shall  be  charged  with  the  duty 
of  supervising  all  investments  or  loans,  except  policy  loans  made  by  the  com- 
pany. In  the  event  of  the  protracted  absence  from  the  city  of  Dallas  of  any 
member  of  the  finance  committee  the  executive  committee  may  appoint  a sub- 
stitute to  serve  during  such  absence. 

Sec.  8.  Execution  of  Instruments. — Any  two  or  more  of  the  following 
officers,  namely,  the  president,  vice-president,  second  vice-president  third  vice- 
president  and  secretary,  shall  have  the  power  jointly  to  execute,  in  the  name 
of  the  company,  all  and  every  contract,  certificate,  conveyance,  receipt,  release 
or  other  paper,  or  instrument  in  writing  whatsoever  required  by  law  to  be 
executed  by  the  company,  or  which  it  is  necessary  for  it  to  execute  in  the 
transaction  of  its  business  or  the  management  of  its  affairs,  and  shall  have 
power  to  affix  the  seal  of  the  company  thereto,  provided  that  one  of  such 
officers  shall  be  the  president,  or  a vice-president  acting  as  president.  All 
checks  and  drafts  shall  be  signed  by  one  of  the  officers  of  the  company  above 


STATE  MUTUAL  LIFE.  533 

named  in  this  section  and  countersigned  by  the  cashier  or  such  other  person 
as  may  be  designated  by  the  executive  committee. 

Seu.  9.  Salaries. — The  salaries  of  officers  elected  by  the  board  of  directors 
and  of  other  officers  and  employees  in  excess  of  three  thousand  dollars 
($3,000)  per  annum,  shall  be  fixed  by  the  board;  all  other  salaries  shall  be 
fixed  by  the  executive  committee. 

Sec.  10.  President. — Subject  to  the  control  of  the  board  and  of  the  executive 
committee,  the  president  shall  have'  plenary  powers  over  all  the  departments 
and  officers  of  the  company.  He  shall  present  a report  upon  the  affairs  of  the 
company  at  each  regular  meeting  of  the  board,  and  such  report  shall  be 
placed  on  file  or  copied  in  the  minutes. 

Sec.  12.  Limit  of  Risk. — If  a risk  in  excess  of  $10,000  be  taken  upon  a single 
life,  the  excess  shall  promptly  be  reinsured. 

Sec,  14.  Transfers  of  Stock. — Transfers  of  shares  of  capital  stock  of  the 
company  shall  be  made  only  on  the  books  of  the  company  by  the  holder  in 
person,  or  by  attorney  duly  authorized  in  writing,  and  upon  the  surrender  of 
the  certificate  or  certificates,  for  such  shares. 

Sec.  15.  Audit  of  Accounts. — The  assets  and  the  accounts  of  the  company 
shall  be  audited  and  the  annual  statement  verified,  at  the  close  of  each  year, 
by  disinterested  auditors  or  accountants  selected  for  that  purpose  by  the  board 
of  directors.  The  quarterly  reports  of  the  president  to  the  board  may  also 
be  thus  verified. 

Sec.  16.  Amendments  to  By-Laws.' — These  by-laws  shall  take  effect  on  the 
8th  of  March,  1910,  and  all  amendments  hereto  shall  take  effect  at  the  time 
same  are  passed  unless  otherwise  therein  stated.  They  may  be  amended  by  a 
two-thirds  vote  of  the  directors  present  at  any  regular  meeting,  or  at  any 
meeting  called  for  the  purpose ; provided  notice  of  the  proposed  change  has 
been  given  or  mailed  to  each  director  at  least  five  days  before  such  meeting. 


STATE  MUTUAL  LIFE  ASSURANCE  COMPANY. 


EXTRACTS  FROM  THE  BY-LAWS. 

Under  “ voting  ” on  page  346  substitute  for  the  first  two  paragraphs  the 
following : 

1.  Directors  shall  be  elected  by  ballot. 

2.  Each  insured  member  shall  be  entitled  to  one  vote  and  one  vote  for 
every  five  thousand  dollars  insurance  additional  to  five  thousand  dollars. 

Under  “ organization  ” on  page  344  substitute  the  following  for  paragraphs 
3 and  4: 

3.  The  officers  shall  be  a president,  one  or  more  vice-presidents,  a finance 
■committee  of  seven  (including  the  president),  a secretary,  a treasurer,  general 
counsel,  a medical  director,  and  an  actuary,  and  such  other  officers  as  the 
directors  may  deem  necessary  or  expedient  for  the  convenient  transaction  of 
the  business  of  the  company. 


534 


CHARTERS  OF  LIFE  INSURANCE  COMPANIES. 


4.  These  officers  shall  be  chosen  by  the  directors  by  ballot.  The  president, 
vice-presidents  and  the  finance  committee  shall  be  chosen  by  the  directors  from 
their  own  number.  The  other  officers  may  be  chosen  from  their  own  number 
or  not,  as  they  deem  best. 

For  the  financial  committee  on  page  345  substitute  the  following: 

The  Finance  Committee. — 1.  The  president  and  six  members  of  the  board 
of  directors,  duly  elected,  shall  constitute  the  finance  committee. 

2.  This  committee  shall  invest  the  funds  of  the  company,  and  may  in  its 
discretion  collect  or  sell  any  securities  on  hand  and  re-invest  the  proceeds 
thereof.  It  shall  by  vote  prescribe  by  what  officer  or  officers  any  conveyance  or 
tiansfer  of  property  or  securities  of  the  company  shall  be  executed. 

3.  Regular  meetings  of  this  committee  shall  be  held  as  often  as  twice  in 
each  month. 


THE  TRAVELERS  INSURANCE  COMPANY. 


Amendment  to  Charter. 

Resolved  by  this  Assembly : 

Section  i.  That  The  Travelers  Insurance  Company  be  and  it 
hereby  is  authorized  to  increase  its  capital  stock  to  an  amount  not 
exceeding  ten  million  dollars,  by  the  issue,  from  time  to  time,  as  its 
board  of  directors  may  deem  expedient,  of  not  more  than  ninety  thou- 
sand additional  shares  of  the  par  value  of  one  hundred  dollars  each. 

Sec.  2.  Such  additional  stock  shall  be  paid  for  in  money,  in  such 
amounts,  at  such  times,  and  in  such  manner  as  shall  be  prescribed  by 
the  board  of  directors,  but  the  price  of  each  share  for  any  increase  of 
capital  stock  shall  be  not  less  than  par.  Any  such  increase  of  capital 
stock  shall  be  first  offered  to  the  stockholders  appearing  of  record,  in 
proportion  to  their  respective  holdings  at  the  time  when  such  increase 
shall  be  authorized,  and  the  same  or  any  part  thereof  which  shall  not 
be  accepted  and  paid  for  within  the  time  or  times  and  at  the  price 
prescribed  by  the  board  of  directors  may  be  sold,  under  the  direction 
of  said  board,  to  other  persons. 

Sec.  3.  Stockholders  shall  be  entitled  to  assign  and  convey  their 
rights  to  subscribe  for  any  such  increase,  including  rights  that  may 
accrue  to  subscribe  for  fractions  of  shares ; but  the  company  shall  not 
be  required  to  issue  certificates  for  any  fractions  of  shares. 

Sec.  4.  This  resolution  shall  take  effect  when  it  shall  be  approved 
by  a majority  vote  of  the  stockholders  of  the  said  The  Travelers  In- 
surance Company  and  a certified  copy  of  such  approval  and  vote  filed 
in  the  office  of  the  secretary  of  the  state. 

Approved  May  22,  1907. 


UNION  CENTRAL  LIFE. 


535 


THE  UNION  CENTRAL  LIFE  INSURANCE  COMPANY. 


EXTRACTS  FROM  THE  BY-LAWS. 

(Revised  to  January  io,  1910.) 

Article  i.  i.  Capital  Stock. — The  capital  stock  of  the  company  shall 
he  five  hundred  thousand  dollars,  divided  into  shares  of  twenty  dollars  each, 
and  shall  be  transferable  only  on  the  books  of  the  company,  in  the  manner 
in  which  the  board  of  directors  shall  prescribe. 

Article  2.  1.  Meetings  of  Stockholders. — The  annual  meeting  of  the 

stockholders  shall  be  held  on  the  second  Monday  in  January,  at  such  hour 
as  the  directors  may  fix.  At  this  meeting  the  stockholders  shall  elect  by 
ballot  a board  of  directors,  not  to  exceed  fifteen  in  number,  who  shall  hold 
their  office  for  one  year,  and  until  their  successors  are  duly  elected  and 
qualified.  All  vacancies  in  the  board  shall  be  filled  by  the  directors. 

2.  The  president  may  call  a special  meeting  of  the  stockholders  at  any 
time  he  may  deem  it  advisable,  or  he  shall  call  such  meeting  at  the  request 
of  the  holders  of  one-fifth  of  the  capital  stock.  A notice  of  not  less  than 
one  week  of  such  meeting  must  be  given. 

3.  All  stock  must  be  voted  by  the  owners  of  it  in  person,  or  by  a stock- 
holder authorized  by  power  of  attorney  to  vote  such  stock. 

Article  3.  1.  Policies  of  Insurance. — The  company  may  issue  policies  of 

insurance  upon  the  life  of  any  person  from  the  age  of  one  year  to  sixty-five 
inclusive  but  for  no  greater  amount  than  fifty  (50)  thousand  dollars  upon 
the  life  of  one  person;  but  said  company  may  issue  policies  for  an  amount 
not  exceeding  one  hundred  thousand  dollars  upon  the  life  of  one  person, 
provided  the  excess  over  $50,000  be  insured  in  some  other  life  insurance  com- 
pany or  companies. 

2.  No  policy  of  insurance  shall  be  issued  until  there  has  been  filed  in  the 
home  office  an  application  therefor,  signed  by  the  person  making  the  appli- 
cation, together  with  the  certificate  of  a regularly  approved  medical  examiner 
that  the  person  to  be  insured  is  in  sound  health ; and  no  policy  shall  be 
issued  upon  the  life  of  any  person  of  unsound  health. 

Article  4.  1.  Board  of  Directors. — All  directors  and  executive  officers 
shall  be  stockholders,  and  each  director  shall  own  in  his  own  name  and  shall 
have  under  his  own  control,  not  less  than  five  hundred  dollars  of  the  capi- 
tal stock. 

2.  The  board  of  directors  shall  hold  regular  monthly  meetings  for  the 
transaction  of  business  on  such  day  of  each  month  as  the  board  may  select ; 
and  such  other  meetings  as  the  president  may  call ; and  an  affirmative  vote 
of  a majority  of  the  board  will  be  necessary  for  the  passage  of  any  question. 

3.  The  board  shall  adopt  such  plans  of  insurance,  and  shall  establish  the 
rates  of  premium  and  such  regulations  upon  the  subject  of  insurance  as  it 
may  deem  proper. 

4.  From  the  general  funds  of  the  company  the  board  shall  make  the 
following  provisions : 


536 


CHARTERS  OF  LIFE  INSURANCE  COMPANIES. 


First.  To  pay  the  necessary  expenses  of  conducting  the  business  of  the 
company,  and  all  approved  claims  resulting  from  death  and  matured  endow- 
ments. 

Second.  To  establish  and  perpetuate  the  reserve  funds  required  by  law. 

Third.  To  establish  and  perpetuate  a surplus  fund  in  such  amount  as  may, 
in  the  judgment  of  the  board,  be  necessary  for  the  security  of  the  company. 

Fourth.  For  dividends  as  follows : 

A semi-annual  dividend  of  five  per  cent  shall  be  made  on  the  stock,  to 
be  payable  on  the  first  day  of  April  and  of  October  annually. 

The  only  other  dividends  that  may  be  made  to  stockholders  shall  consist 
of  the  profits  derived  from  policies  issued  without  profits  to  the  policyholders. 
These  dividends  may  be  declared  at  any  regular  monthly  meeting  or  called 
meeting  of  the  board. 

From  the  residue  of  the  profits  arising  from  the  mutual  business,  after  the 
provisions  indicated  in  this  article,  the  board  shall,  annually,  declare  a 
dividend  to  the  mutual  policyholders,  according  to  the  kind  and  class  of  each 
policy,  that  shall  be  applied  according  to  the  terms  and  conditions  of  each 
policy;  or  place  to  the  credit  of  the  policy  its  equitable  proportion  of  the 
undivided  surplus,  which  shall  be  payable  according  to  the  terms  and  con- 
ditions of  the  policy. 

Article  5.  1.  Officers  of  the  Company. — The  executive  officers  of  the 
company  shall  be  a president,  one  or  more  vice-presidents,  a secretary,  one 
or  more  assistant  secretaries,  and  a treasurer  and  one  or  more  assistant 
treasurers,  to  be  elected  by  the  directors  by  ballot  at  the  first  meeting  of 
the  board  after  each  annual  election  of  directors,  and  to  hold  their  respective 
offices  for  one  year,  and  until  their  successors  are  duly  elected  and  qualified. 

2.  There  shall  also  be  elected  a manager  of  insurance,  a medical  director, 
a superintendent  of  agents,  an  actuary,  an  auditor,  and  general  counsel,  with 
one  or  more  assistants  in  each  case  if  deemed  necessary  by  the  board. 

3.  There  shall  also  be  elected  four  directors,  who,  together  with  the  presi- 
dent, secretary  and  treasurer,  shall  constitute  the  executive  committee. 

4.  The  directors  shall  fix  the  compensation  of  all  of  the  foregoing  officials, 
and  all  vacancies  may  be  filled  by  the  board  at  any  regular  or  called  meeting. 

Article  6.  1.  Duties  of  the  Executive  Committee. — The  executive  com- 

mittee shall  meet  regularly  each  week  upon  such  day  as  may  be  selected, 
and  oftener  at  the  call  of  the  president ; and,  under  the  direction  of  the 
board  of  directors,  shall  have  the  supervision  of  all  the  business  of  the  com- 
pany. It  may  appoint  such  other  committees  as  the  needs  of  the  business 
may  require,  and  it  shall  appoint  all  clerks  and  other  employees,  and  shall 
have  power  to  remove  them  at  any  time.  It  shall  approve  all  contracts  made 
with  agents.  It  shall  fix  all  salaries  and  compensation  of  employees  not  other- 
wise provided  for.  It  shall  examine  the  books  at  least  every  three  months,  and 
report  their  condition  to  the  board.  It  shall  adjust  all  losses,  invest  the 
funds  of  the  company,  make  all  loans,  and  do  such  other  business  as  the 
board  may  direct.  All  investments  must  have  the  approval  of  the  committee 
in  writing. 

2.  All  business  of  the  committee  must  be  transacted  in  regular  session. 
Four  members  shall  constitute  a quorum,  and  an  affirmative  vote  of  a majority 


UNION  CENTRAL  LIFE. 


537 


of  those  present  shall  be  required  for  the  transaction  of  business.  The  com- 
mittee shall  elect  a chairman  and  a clerk,  and  shall  keep  a record  of  its 
transactions,  and  report  them  to  the  regular  meetings  of  the  board. 

Article  7.  1.  Duties  of  the  president. — The  president  shall  have  super- 

vision of  the  finances,  investments  and  general  business  of  the  company.  He 
shall  preside  at  all  meetings  of  the  board  of  directors,  and  shall  have  power 
to  convene  the  board  at  any  time  when  he  may  deem  it  expedient ; and  he 
shall  be  required  to  do  so  at  the  request  of  the  executive  committee,  or  of 
any  three  members  of  the  board.  He  shall  have  authority  to  execute  in  the 
name  of  and  on  behalf  of  the  company,  all  deeds,  mortgages,  powers  of 
attorney,  waivers  of  service,  leases,  contracts,  bonds,  full  or  partial  assign- 
ments and  releases  of  mortgages,  deeds  of  trust,  vendors’  liens,  judgments, 
tax  certificates,  certificates  of  purchase  or-  other  securities,  and  any  and  all 
other  instruments  that  are  necessary  or  proper  to  be  executed  in  the  trans- 
action of  the  company’s  business,  and  this  authority  may  be  transferred  by 
him  to  the  vice-president,  second  or  third  vice-presidents,  secretary  or  treas- 
urer, but  it  must  be  given  or  rescinded  in  writing.  He  shall  sign  all  policies 
of  insurance,  and  shall  attend  to  such  other  business  as  the  board  may  direct. 
He  shall  make  a report  annually  to  the  stockholders  and  the  policyholders  of 
the  business  transacted,  and  shall  also  make  a statement  of  the  financial  con- 
dition of  the  company. 

Article  8.  Duties  of  the  Secretary. — The  secretary,  under  the  direction  of 
the  executive  committee,  shall  keep  minutes  of  the  proceedings  of  the  board 
of  directors,  and  record  them  in  a book  kept  for  that  purpose,  and  shall 
furnish  all  committees  with  such  accounts  and  papers  as  may  be  required. 

He  shall  have  charge  of  the  records  of  the  capital  stock  and  the  issuance 
of  all  stock  certificates. 

He  shall  have  charge  of  the  applications  for  insurance  and  policies  issued 
in  accordance  with  same,  and  all  correspondence,  clerical  force  and  records 
relating  thereto.  He  shall  countersign  all  policies. 

He  shall  present  to  the  board,  at  the  regular  monthly  meetings,  a report 
of  all  the  business  transacted  during  the  previous  month,  including  the  num- 
ber of  policies  issued ; the  number  terminated ; the  net  amount  in  force. 

He  shall  have  charge  of  the  policy  loans. 

He  shall  be  the  custodian  of  the  valuable  papers  and  documents,  and  of 
the  corporate  seal.  * * * 

Article  9.  Duties  of  the  Treasurer. — The  treasurer,  under  the  direction 
of  the  executive  committee,  shall  have  charge  of  the  mortgage  loan  depart- 
ment and  bills  receivable. 

He  shall  receive  all  moneys  in  whatever  form  presented;  he  shall  have  all 
receipts  audited  and  recorded  by  the  respective  departments  to  which  they 
belong,  and  upon  approval,  deposit  them  daily,  in  banks,  designated  by  the 
executive  committee. 

He  shall  make  all  payments  onl-y  upon  the  order  recorded  and  certified, 
of  an  authorized  department. 

He  shall  keep  on  hand  in  currency  not  over  five  hundred  dollars. 

He  shall  report  to  the  president  daily  the  receipts,  the  disbursement  and  the 
balances  in  the  respective  banks.  * * * 


538 


CHARTERS  OF  LIFE  INSURANCE  COMPANIES. 


Article  13.  Duties  of  the  Manager  of  Insurance.— The  manager  of  insur- 
ance, under  the  direction  of  the  executive  committee,  shall  have  general  super- 
vision of  the  insurance  department  of  the  company.  He  shall  have  charge 
of  its  forms  of  policies,  contracts,  publications,  agencies,  issuing  and  pur- 
chasing of  policies,  valuing  of  policies,  and  distribution  of  the  surplus.  * * * 

Article  16.  1.  Bonds  of  Officers. — The  president  of  the  company,  the 

chairman  of  the  executive  committee  and  the  treasurer  shall  each  give  a 
bond  or  bonds  in  the  sum  of  twenty  thousand  dollars,  in  such  bonding  com- 
panies as  may  be  approved  by  the  board  for  the  faithful  performance  of  their 
respective  trusts ; and  the  amount  of  such  bonds  shall  be  increased  from 
time  to  time  upon  the  demand  of  the  board. 

2.  The  vice-president,  the  secretary,  the  assistant  treasurer,  the  assistant 
secretary  and  the  manager  of  insurance  shall  each  give  a bond  or  bonds  in 
the  sum  of  ten  thousand  dollars,  with  such  sureties  or  in  such  bonding  com- 
panies as  may  be  approved  by  the  board,  for  the  faithful  performance  of  their 
respective  trusts. 

All  other  employees  shall  give  such  bonds  as  may  be  required  by  the 
executive  committee. 

3.  These  bonds  shall  be  submitted  to  the  counsel  of  the  company,  whose 
approval  shall  be  indorsed  thereon  in  writing. 

4.  The  bonds  of  the  officers  shall  be  deposited  for  safe-keeping  in  the  box 
rented  by  the  company  from  a safe  deposit  company  of  Cincinnati. 

Article  17.  Sundry. — All  receipts  renewing  policies  of  insurance  shall  be 
signed  by  the  secretary  and  countersigned  by  the  collecting  agent. 

No  loan  secured  by  mortgage  or  collaterals  shall  be  made  to  any  officer, 
director  or  employee  of  the  company,  until  it  has  been  approved  by  the  board 
of  directors. 

All  checks  or  drafts  upon  bank  accounts  of  the  company  shall  be  signed 
by  the  president,  the  treasurer,  the  vice-president  or  the  secretary,  and  counter- 
signed by  one  other  of  said  officers,  or  by  the  chairman  of  the  executive 
committee,  the  assistant  treasurer,  or  the  assistant  secretary.  No  check  or 
draft  shall  be  signed  by  any  officer  until  a record  of  the  expenditure  has 
been  entered  upon  the  cash  book,  evidenced  by  the  certificate  of  the  cash 
bookkeeper  of  the  department  authorizing  it.  No  check  or  draft  shall  be 
signed  by  any  officer  in  blank. 

Article  18.  Amendments. — Every  proposed  amendment  of  these  by-laws, 
together  with  the  by-law  to  be  amended,  shall  be  printed  by  the  company, 
and  mailed  by  the  secretary  to  every  stockholder  at  least  thirty  days  before 
action  shall  be  taken  thereon. 


UNION  MUTUAL  LIFE  INSURANCE  COMPANY. 


EXTRACTS  FROM  THE  BY-LAWS. 

Sec.  10  on  page  367  should  read : 

10.  The  finance  committee  shall  consist  of  the  president  and  vice-president, 
who  shall  be  members  ex-officio,  and  five  directors;  they  shall  hold,  etc. 


VOLUNTEER  STATE  LIFE. 


539 


VOLUNTEER  STATE  LIFE  INSURANCE  COMPANY. 


Be  it  known,  that  Zeboim  C.  Patten,  J.  T.  Lupton,  E.  B.  Craig, 
W.  D.  Carswell,  J.  Fred  Ferger,  Samuel  Bosworth  Smith,  Jos.  W. 
Johnson,  Theo.  F.  King,  R.  H.  Carswell,  Jr.,  W.  A.  Sadd,  G.  N. 
Henson,  T.  R.  Preston,  H.  B.  Branner,  Edward  T.  Sanford,  Jno. 
Overton,  J.  T.  Fargason,  Ben  Goodman,  Jos.  A.  Boillin,  D.  E.  Mitchell, 
J.  T.  Howell,  A.  M.  Shook,  Jno.  P.  Williams,  C.  D.  M.  Greer,  are 
hereby  constituted  a body  politic  and  corporate,  by  the  name  of  the 
Volunteer  State  Life  Insurance  Company.  The  capital  stock  of  said 
corporation  is  fixed  at  two  hundred  thousand  dollars  ($200,000)* 
divided  into  two  thousand  (2,000)  shares  of  one  hundred  dollars 
($100)  each.  The  general  powers,  etc.,  of  said  corporation  are: 

To  sue  and  be  sued  by  the  corporate  name ; to  have  and  use  a 
common  seal,  which  it  may  alter  at  pleasure ; if  no  seal,  then  the  sig- 
nature of  the  name  of  the  corporation  by  any  duly  authorized  officer 
shall  be  legal  and  binding ; to  purchase  and  hold  or  receive  by  gift  in 
addition  to  the  personal  property  owned  by  said  corporation,  any 
real  estate  necessary  for  the  transaction  of  the  corporate  business,  and 
also,  to  purchase  or  accept  any  real  estate  in  payment  or  part  payment 
of  any  debt  due  to  the  corporation,  and  sell  realty  for  corporation 
purposes;  to  establish  by-laws  and  make  all  rules  and  regulation  not 
inconsistent  with  the  laws  and  the  constitution,  deemed  expedient  for 
the  management  of  corporate  affairs,  and  to  appoint  such  subordinate 
officers  and  agents  in  addition  to  president  and  secretary  or  treasurer 
as  the  business  of  the  corporation  may  require ; designate  the  name 
of  the  office  and  fix  the  compensation  of  the  officers. 

The  following  provisions  and  restrictions  are  coupled  with  said 
grant  of  powers : A failure  to  elect  officers  at  the  proper  time,  does 

not  dissolve  the  corporation,  but  those  in  office  hold  until  the  election 
or  appointment  and  qualification  of  their  successors.  The  term  of  all 
officers  may  be  fixed  by  the  by-laws  of  the  corporation ; the  same  not, 
however,  to  exceed  two  years.  The  corporation  may,  by  by-laws, 
make  regulations  concerning  the  subscription  for  or  transfer  of  stock ; 
fix  upon  the  amount  of  capital  to  be  invested  in  the  enterprise ; the 
division  of  the  same  into  shares ; the  time  required  for  payment  thereof 
by  the  subscribers  for  stock ; the  amount  to  be  called  for  at  any  one 
time ; and  in  case  of  failure  of  any  stockholder  to  pay  the  amount  thus 

* Reduced  to  $100,000  in  April,  1908. 


540 


CHARTERS  OF  LIFE  INSURANCE  COMPANIES. 


subscribed  by  him  at  the  time  and  in  the  amounts  thus  called,  a right 
of  action  shall  exist  in  the  corporation  to  sue  said  defaulting  stock- 
holder for  the  same.  The  board  of  directors,  which  may  consist  of 
five  or  more  members,  at  the  option  of  the  corporation,  to  be  elected 
either  in  person  or  by  proxy,  by  a majority  of  the  votes  cast,  each 
share  representing  one  vote,  shall  keep  a full  and  true  record  of  all 
their  proceedings,  and  an  annual  statement  of  receipts  and  disburse- 
ments shall  be  copied  on  the  minutes,  subject  at  all  times  to  the  inspec- 
tion of  any  stockholder.  The  books  of  the  corporation  shall  show  the 
original  or  subsequent  stockholders ; their  respective  interests ; the 
amount  which  has  been  paid  on  the  shares  subscribed ; the  transfer  of 
stock,  by  and  to  whom  made ; also  other  transactions  in  which  it  is 
presumed  a stockholder  or  creditor  may  have  an  interest. 

The  amount  of  any  unpaid  stock  due  from  a subscriber  to  the  cor- 
poration, shall  be  a fund  for  the  payment  of  any  debts  due  from  the 
corporation,  nor  shall  the  transfer  of  stock  by  any  subscriber,  relieve 
him  from  payment,  unless  his  transferee  has  paid  up  all  or  any  of  the 
balance  due  on  said  original  subscription. 

By  no  implication  or  construction  shall  the  corporation  be  deemed 
to  possess  any  powers  except  those  hereby  expressly  given  or  neces- 
sarily implied  from  the  nature  of  the  business  for  which  the  charter 
is  granted,  and  by  no  inference  whatever  shall  said  corporation  possess 
the  power  to  discount  notes  or  bills,  deal  in  gold  or  silver  coin,  issue 
any  evidence  of  debts  as  currency,  buy  and  sell  any  agricultural  prod- 
ucts, deal  in  merchandise,  or  engage  in  any  business  outside  the 
purpose  of  the  charter. 

The  right  is  reserved  to  repeal,  annul,  or  modify  this  charter.  If 
it  is  repealed,  or  if  the  amendments  proposed,  being  not  merely 
auxiliary  but  fundamental,  are  rejected  by  a vote  representing  more 
than  half  of  the  stock,  the  corporation  shall  continue  to  exist  for  the 
purpose  of  winding  up  its  affairs,  but  not  to  enter  upon  any  new 
business.  If  the  amendments  or  modifications,  being  fundamental,  are 
accepted  by  the  corporation  as  aforesaid,  in  a general  meeting  to  be 
called  for  that  purpose,  any  minor,  married  woman,  or  other  person 
under  disability,  or  any  stockholder  not  agreeing  to  the  acceptance  of 
the  modification,  shall  cease  to  be  a stockholder,  and  the  corporation 
shall  be  liable  to  pay  said  withdrawing  stockholders  the  par  value  of 
their  stock,  if  it  is  worth  so  much : if  not,  then  so  much  as  may  be 
its  real  value  in  the  market,  on  the  day  of  the  withdrawal  of  said 


VOLUNTEER  STATE  LIFE.  54I 

stockholders,  as  aforesaid : Provided,  that  the  claims  of  all  creditors 

are  to  be  paid  in  preference  to  said  withdrawing  stockholders.  1 

A majority  of  the  board  of  directors  shall  constitute  a quorum,  and 
shall  fill  all  vacancies  until  the  next  election.  The  first  board  of 
directors  shall  consist  of  the  five  or  more  corporators  who  shall  apply 
for  and  obtain  the  charter.  The  said  corporation  may  have  the  right 
to  borrow  money,  and  issue  notes  or  bonds  upon  the  faith  of  the  cor- 
porate property,  and  also  to  execute  a mortgage  or  mortgages  as 
further  security  for  repayment  of  money  thus  borrowed. 

The  said  company  shall  have  the  right  to  insure  the  lives  of  persons 
and  engage  in  the  general  business  of  life  insurance,  and,  coupled 
therewith,  the  right  to  grant  and  sell  annuity,  or  contract  loans  based 
on  life  annuity,  with  benefit  of  survivorship,  and  accept  and  execute 
all  legal  trusts  which  may  be  confided  to  said  company. 

Said  company  shall  also  have  the  power  to  make  insurance  against 
all  accidents  to  property  in  transit ; to  persons  in  traveling.  Said 
company  shall  also  have  the  power  to  make  insurance  against  dis- 
abilities to  persons  by  disease  or  sickness  or  other  bodily  infirmities, 
or  against  thefts  of  property,  and  also  insurance  upon  ships,  steam- 
boats, and  other  craft ; upon  freight  and  seamen’s  wages,  including 
all  marine  risks. 

When  policies  of  insurance  are  effected  by  any  person  on  his  life, 
for  the  benefit  of  his  wife,  or  for  the  benefit  of  any  one  or  more  of 
his  children,  or  for  the  joint  benefit  of  his  wife  and  children,  the 
creditors  of  the  person  thus  insuring  shall  have  no  claim  on  the  pro- 
ceeds of  the  policy,  and  the  same  shall  inure  to  the  persons  for  whose 
benefit  the  insurance  was  effected.  Creditors  shall  have  an  insurable 
interest  in  the  lives  of  their  debtors. 

Moneys  received  as  premiums  upon  risks  undetermined  and  out- 
standing at  the  time  of  declaring  any  dividend,  shall  not  be  considered 
as  profits,  earned  and  divided  as  such  ; and  if  any  loss  should  happen 
impairing  the  capital  stock,  no  dividend  shall  be  declared  until  said 
capital  stock  is  made  good  ; and  if  a dividend  shall  be  declared,  con- 
trary to  this  prohibition,  the  directors  consenting  thereto  shall  be  liable 
to  make  good  to  the  creditors  of  the  company,  if  their  claims  can  not 
otherwise  be  satisfied,  the  amount  of  dividends  thus  illegally  divided. 

The  said  company  may  have  the  right  to  establish  offices  in  any  other 
county  of  the  State  for  the  transaction  of  business  allowed  by  the 
charter. 


542 


CHARTERS  OF  LIFE  INSURANCE  COMPANIES. 


The  insurance  business  of  the  company  may,  at  the  option  of  the 
company,  be  conducted  upon  the  principle  of  giving  to  policyholders 
an  interest  in  the  profits,  and  the  company  may  purchase  for  its  own 
benefit,  any  policy  insurance  or  other  obligation  growing  out  of  its 
business,  and  also  any  claims  of  policyholders  for  profits. 

Any  company  organized  under  the  provisions  of  this  charter  may 
restrict  its  business  to  the  insurance  of  the  lives  of  its  members  or 
stockholders  alone,  it  being  the  intent  by  this  section  to  give  a cor- 
porate existence  to  any  professional  association,  guild,  brotherhood, 
or  other  mutual  association,  the  right,  by  an  arrangment  among 
themselves,  as  stockholders  in  a corporation,  to  insure  the  lives  of 
each  other  upon  the  principle  of  a mutual  participation  in  the  profits, 
by  annual  subscriptions,  or  otherwise,  and  thereby  provide  a fund  out 
of  which  provision  may  be  made,  according  to  the  by-laws  of  the 
corporation,  for  the  support  of  the  family  of  any  stockholder  on  his 
decease,  or  for  the  payment  of  any  policy  due  his  estate  on  his  decease. 
In  case  any  company  organized  under  this  charter  restricts  its  busi- 
ness to  the  insurance  of  the  lives  of  stockholders,  no  publication  need 
be  annually  made  of  its  debt  and  liabilities. 

Witness  our  hands,  this  29th  day  of  September,  1903. 


EXTRACTS  FROM  STATE  LAWS. 


543 


EXTRACTS  FROM  STATE  LAWS. 

THE  INDIANA  LAW. 


Substitute  the  following  for  the  correspondingly  numbered  sections  on  pages 
393-398. 

Section,  i.  Any  ten  or  more  persons,  citizens  of  this  State,  may  associate 
in  accordance  with  the  provisions  of  this  act,  and  form  an  incorporated  com- 
pany for  the  following  purposes:  To  make  insuiance,  either  upon  the  stock 

or  mutual  principle,  upon  the  lives  of  individuals,  and  every  insurance  apper- 
taining thereto  or  connected  therewith,  including  insurance  against  permanent 
mental  or  physical  disability  resulting  from  accident  or  disease,  or  against 
accidental  death,  combined  with  a policy  of  life  insurance,  and  to  grant 
and  purchase  annuities.  Any  existing  company  organized  under  said  act,  ap- 
proved February  10,  1899,  or  said  amendatory  act  of  February  25,  1903,  shall 
possess  all  the  powers  and  privileges  conferred  by  this  act  without  reorganizing 
or  reincorporating  hereunder. 

At  the  end  of  section  5 on  page  394  add  the  following: 

Such  companies  may  increase  or  decrease  to  not  less  than  one  hundred 
thousand  dollars,  the  amount  of  their  capital  stock  at  any  annual  or  other 
meeting,  called  for  the  purpose,  of  stockholders : Provided,  that  written  or 
printed  notice  of  such  proposed  increase  or  decrease  shall  be  given  by  the 
secretary  of  the  company,  to  its  stockholders  by  depositing  such  notices  in  the 
mail  at  least  thirty  (30)  days  before  such  annual  meeting,  or  other  meeting, 
called  for  the  purpose,  addressed  to  their  last  place  of  residence.  A certified 
copy  of  the  record  and  proceedings  of  such  meeting  shall  be  filed  in  the  office 
of  the  secretary  of  State  and  the  auditor  of  State. 

Sec.  10.  As  soon  as  practicable  after  the  filing  of  said  annual  statement  of 
any  company  organized  and  doing  business  under  the  provisions  of  this  act, 
in  the  office  of  the  auditor  of  State  he  shall  proceed  to  ascertain  the  net  cash 
value  of  each  policy  in  force  on  the  thirty-first  day  of  December  immediately 
preceding,  upon  the  basis  of  the  American  experience  table  of  mortality  and 
four  per  cent,  interest,  or  actuaries’  combined  experience  table  of  mortality 
and  four  per  cent,  interest,  as  adopted  by  the  company  and  should  any  such 
company  issue  any  policies  based  upon  a higher  standard  than  the  above,  such 
policies  shall  be  valued  according  to  such  higher  standard.  For  the  purpose  of 
making  such  valuation,  the  auditor  of  State  may  employ  a competent  actuary 
to  do  the  same,  who  shall  be  paid  by  the  company  for  which  the  services  are 
rendered ; but  nothing  herein  shall  prevent  any  company  from  making  said 
valuation  herein  contemplated,  which  may  be  received  by  the  auditor  of  State 
upon  such  proof  as  he  may  determine.  Upon  ascertaining,  in  the  manner  above 
provided,  the  net  cash  value  of  all  policies  in  force  in  any  company  organized 
or  doing  business  under  this  act,  the  auditor  of  State  shall  notify  said  company 
of  the  amount  thereof,  and  within  sixty  days  after  the  date  of  such  notification, 
the  officers  of  such  company  shall  deposit  with  the  auditor  of  State,  for  the 
security  and  benefit  of  all  its  policyholders,  an  amount,  which  together  with  the 
sum  already  deposited  with  said  officer  and  such  additional  sums  as  may  be 
deposited  by  said  company  with  other  States  or  governments  pursuant  to  the 
requirements  of  the  laws  of  such  other  States  or  governments  in  which  said 
company  is  doing  business,  shall  be  not  less  than  the  amount  of  such  ascer- 
tained valuation  of  all  policies  in  force,  in  the  securities  described  in  section 
twenty-two  (22)  of  this  act,  or  in  certificates  of  deposit  in  any  solvent  bank 
or  trust  company,  or  satisfactory  evidences  of  ownership  of  unencumbered, 
improved  real  estate,  as  may  be  lawfully  acquired  by  such  company  under  the 
provisions  of  this  act,  at  such  value  as  may  be  determined  upon  by  two  dis- 
interested appraisers  residing  in  the  county  in  which  the  real  estate  is  situate ; 
such  appraisers  to  be  approved  by  the  auditor  of  State.  Such  real  estate  shall 
not  be  sold  or  encumbered,  without  the  consent  of  the  auditor  of  State,  unless 


544 


CHARTERS  OF  LIFE  INSURANCE  COMPANIES. 


securities  of  equal  value  as  herein  required  be  deposited  with  the  auditor  of 
State  in  lieu  thereof.  But  no  company  organized  under  this  act  shall  be  re- 
quired to  make  such  deposit  until  the  net  cash  value  of  the  policies  in  force 
as  ascertained  by  the  auditor  of  State,  exceeds  the  amount  deposited  by  said 
company  under  sections  five  (5)  and  six  (6)  hereof:  Provided,  that  the 
auditor  of  State  or  anyone  acting  for  him  or  on  his  behalf,  in  making  any 
valuation  of  the  policies  of  any  life  insurance  company  incorporated  under  the 
laws  of  the  State  of  Indiana,  for  the  purpose  of  ascertaining  the  net  cash 
value  of  outstanding  policies,  or  for  the  purpose  of  ascertaining  the  reserve 
of  outstanding  policies  of  any  such  company,  or  for  the  purpose  of  ascer- 
taining the  policy  liability  of  any  such  company,  shall  compute  such  net  cash 
value,  reserve  or  policy  liability,  according  to  the  terms  of  each  policy  out- 
standing, and  should  any  policy  provide  that  any  time  covered  thereby  is  term 
insurance,  or  for  a valuation  as  term  insurance  for  any  time  covered  by  such 
policy,  the  valuation  of  such  policy  shall  be  in  accordance  with  any  such  pro- 
vision in  such  policy : Provided,  that  any  policy  hereafter  issued  may  provide 
for  not  more  than  one  year’s  preliminary  term  insurance  and  if  the  premium 
charged  for  term  insurance  under  a limited  payment  life  preliminary  term 
policy  providing  for  the  payment  of  less  than  twenty  annual  premiums  or  under 
an  endowment  preliminary  term  policy,  exceeds  that  charged  for  like  insurance 
under  twenty  payment  life  preliminary  term  policies  of  the  same  company,  the 
reserve  thereon  at  the  end  of  any  year,  including  the  first,  shall  not  be  less 
than  the  reserve  on  a twenty  payment  life  preliminary  term  policy  issued  in 
the  same  year  at  the  same  age,  together  with  an  amount  which  shall  be  equiva- 
lent to  the  accumulation  of  a net  level  premium  sufficient  to  provide  for  a pure 
endowment  at  the  end  of  the  premium  payment  period  equal  to  the  difference 
between  the  value  at  the  end  of  such  period  of  such  a twenty  payment  life  pre- 
liminary term  policy  and  the  full  reserve  at  such  time  of  such  limited  payment 
life  or  endowment  policy.  All  policies  of  life  insurance  including  policies 
issued  on  a reducing  premium  plan  or  a return  premium  plan,  shall  be  valued 
according  to  the  provisions  of  this  act : And  provided  further,  that  in  every 

case  in  which  the  actual  premium  charged  for  an  insurance  is  less  than  the 
net  premium  for  such  insurance,  computed  according  to  its  respective  table  of 
mortality  and  rate  of  interest,  the  company  shall  also  be  charged  with  the  value 
of  an  annuity,  the  amount  of  which  shall  be  equal  to  the  difference  between 
the  premium  charged  and  that  required  by  the  rules  above  stated,  and  the 
term  of  which  in  years  shall  equal  the  number  of  future  annual  payments  due 
on  the  insurance  at  the  date  of  valuation.  The  foregoing  provisions  of  this 
section  for  the  valuation  of  policies  shall  apply  to  life  insurance  policies  only. 
Insurance  against  permanent  mental  or  physical  disability  resulting  from  accident 
or  disease  or  against  accidental  death,  combined  with  a policy  of  life  insurance, 
shall  be  valued  on  the  basis  of  fifty  (50)  per  centum  of  the  additional  annual 
premium  charged  therefor.  The  auditor  of  State,  for  the  purpose  of  ascer- 
taining the  solvency  of  any  company,  may  at  any  time  during  the  year  proceed 
to  ascertain  the  net  cash  value  of  the  policies  of  any  company,  as  hereinbefore 
provided,  and  when  the  value  is  so  ascertained,  require  such  company  within 
sixty  days  to  make  deposit,  in  securities  as  herein  provided,  of  an  amount 
equal  to  the  total  ascertained  net  value  of  the  policies  of  any  such  company. 

Sec.  14.  If  the  auditor  of  State  shall,  at  any  time,  find  from  any  report 
examination  or  otherwise,  that  the  assets  of  any  life  insurance  company  organ- 
ized or  doing  business  under  this  act,  are  less  than  its  liabilities,  exclusive  of 
capital  stock,  he  may  notify  it  to  cease  the  issue  of  new  policies,  or  the  payment 
of  dividends  to  stockholders,  or  policyholders,  or  both,  until  the  deficiency  be 
made  good ; and  he  may.  if  it  appear  to  him  that  the  assets  of  such  company 
are  less  than  three-fourth  of  its  liabilities,  exclusive  of  capital  stock,  he  shall 
communicate  the  facts  to  the  attorney  general,  who  shall,  if  by  him  deemed 
advisable,  at  once  apply  to  the  circuit  or  superior  court  of  the  county,  where 
the  principal  office  of  said  company  is  located,  for  a receiver  for  said  company, 
and  said  court  shall  forthwith  issue  a citation  to  such  company,  to  appear  at 
a day  and  place  to  be  named  therein,  and  answer  to  said  application ; and  if. 


EXTRACTS  FROM  STATE  LAWS. 


545 


upon  the  hearing  of  said  application,  the  said  court  shall  find  the  assets  of  the 
said  company  to  be  less  than  its  liabilities,  as  aforesaid,  said  court  may,  and  if 
the  assets  are  found  to  be  less  than  three-fourths  of  its  liabilities,  as  aforesaid, 
shall  make  such  order  with  reference  to  the  matter  as  shall  be  for  the  best 
interests  of  the  policyholders,  or,  if  it  be  not  practicable  to  continue  the  business, 
provide  for  the  reinsurance  of  its  outstanding  policies  in  some  solvent  company 
doing  business  in  this  State ; or,  if  this  is  impossible,  such  court  shall  appoint 
some  disinterested  person  or  person  to  be  receiver  or  receivers  of  said  company ; 
and  said  court  may  provide  the  mode  of  proving  said  claims  against  such 
company  and  appoint  a committee  to  hear  and  decide  upon  them,  and  may 
limit  and  extend  the  time  for  the  presentation  of  such  claims,  and  may  make 
all  necessary  orders  in  reference  to  the  delivery  to  and  possession  of  such 
receiver  of  the  assets  and  property  of  such  company,  and  the  sale  and  con- 
veyance of  the  same  by  him,  and  may  direct  the  application  of  the  avails  of 
such  assets  and  property  equitably  in  satisfaction  of  the  claims  proved  against 
such  company,  and  the  payment  of  the  present  net  cash  value  of  its  out- 
standing policies  to  policyholders,  either  in  whole  or  in  part ; and  said  court  shall 
annul  the  charter  and  decree  the  dissolution  of  such  company,  and  make  all 
other  orders  and  decrees  necessary  and  proper  in  reference  to  winding  up  the 
affairs  of  such  company  and  the  disposition  of  its  property. 

Sec.  15.  Companies  shall  have  the  right  at  any  time  to  change  their  securities 
on  deposit,  by  substituting  for  those  withdrawn  a like  amount  in  other  securities 
of  the  character  provided  for  in  this  act,  and  whenever  the  net  cash  value  of 
policies  outstanding  and  in  force  against  any  company  is  less  than  the  amount 
of  security  then  on  deposit  with  the  auditor  of  State,  said  company  shall  have 
the  right  to  withdraw  such  excess ; but  at  least  twenty-five  thousand  dollars 
shall  remain  on  deposit. 

Sec.  22.  No  company  organized  under  the  provisions  of  this  act  shall  invest 
its  funds  in  any  other  manner  than  as  follows : In  bonds  of  the  United  States, 
in  bonds  of  this  State  or  of  any  State,  country  or  province  in  which  said  com- 
pany is  transacting  an  insurance  business,  if  at  or  above  par ; in  legal  tender 
money  of  the  United  States ; in  bonds  and  mortgages  on  unincumbered  real 
estate  within  this  State,  or  in  any  other  State  or  country  in  which  said  company 
is  transacting  an  insurance  business,  worth  at  least  double  the  amount  loaned 
thereon,  and  the  value  of  such  real  estate  shall  be  determined  by  a valuation 
made  under  oath  by  two  freeholders  of  the  county  where  the  real  estate  is 
located  (if  buildings  are  considered  a part  of  the  value  of  such  real  estate 
they  must  be  insured  for  the  benefit  of  the  mortgagee)  ; in  bonds  or  other 
evidence  of  indebtedness,  bearing  interest,  of  any  county,  incorporated  city,  town, 
township  or  school  district  within  this  State,  or  in  any  other  State  or  country 
in  which  said  company  is  transacting  an  insurance  business,  where  such  bonds 
or  other  evidences  of  indebtedness  are  issued  by  authority  of  law,  and  upon 
which  interest  has  never  been  defaulted;  in  loans  upon  the  pledge  of  stock, 
bonds  or  mortgages  of  par  value,  if  the  current  value  of  such  stock,  bonds  or 
mortgages  is  at  least  twenty-five  per  cent,  more  than  the  amount  loaned  thereon, 
and  in  loans  upon  its  own  policies : Provided,  that  the  amount  so  loaned  shall 
not  exceed  the  reserve  against  said  policy  at  the  time  such  loan  is  made : 
Provided,  that  in  the  annual  certificate  furnished  by  the  auditor  of  State  to 
any  such  company  he  shall  name  all  deposits  and  the  amount  thereof  made 
by  such  company  with  any  other  State  or  country,  which  deposits  must  be 
of  the  character  of  securities  herein  provided  for. 

Sec.  27.  No  domestic  corporation,  association  or  society  organized  under 
any  law  of  this  State,  transacting  business  of  life  insurance,  or  life  and  accident 
insurance  combined,  may  if  organized  under  the  stock  plan  be  reorganized  under 
the  mutual  plan,  nor  shall  any  such  company  organized  under  the  mutual  plan 
be  reorganized  under  the  stock  plan. 

Sec.  29.  Nothing  in  this  act  shall  be  construed  as  affecting  or  governing 
life  insurance  companies,  associations  or  societies  or  accident  insurance  com- 
panies doing  business  on  the  assessment  plan,  or  organized  under  any  other  law 
of  this  State,  but  such  life,  or  accident,  or  life  and  accident  insurance  com- 


546 


CHARTERS  OF  LIFE  INSURANCE  COMPANIES. 


panies  may  reincorporate  and  avail  themselves  of  the  provisions  of  this  act 
by  complying  with  conditions  as  hereinbefore  provided  in  this  act. 

Sec.  30.  Any  life  insurance  company  organized  under  the  laws  of  any  other 
State,  possessed  of  not  less  than  $100,000  of  assets,  and  which  has  on  deposit 
with  the  insurance  department  of  the  State  in  which  it  is  organized  the  net 
cash  value  of  all  policies  in  force  on  the  31st  day  of  December  immediately 
preceding  its  application  for  a license  to  do  business  in  this  State,  upon  the 
basis  of  the  American  experience  table  of  mortality  and  four  per  cent,  interest, 
or  actuaries’  combined  experience  table  of  mortality  and  four  per  cent  interest: 
Provided,  that  the  amount  of  such  deposit  of  the  net  cash  value  shall  not  be  less 
than  twenty-five  thousand  dollars,  and  provided  that  said  assets,  as  above 
specified  shall  be  invested  in  the  securities  provided  for  the  investment  of  the 
funds  of  companies  organized  under  this  act,  shall,  upon  compliance  with  the 
succeeding  sections  of  this  act,  be  entitled  to  do  business  in  Indiana. 


MASSACHUSETTS  STATE  LAWS. 


On  page  399  renumber  sections  65,  66,  and  67  so  as  to  make  them  66,  67 
and  68.  In  old  section  67,  fourth  line  from  bottom,  read  eight-five  and  eighty- 
six  instead  of  seventy-nine  and  eighty-one.  For  old  section  68  substitute  the 
following : 

Sec.  69.  Discriminations  Prohibited. — No  life  insurance  company  doing  busi- 
ness in  this  Commonwealth  shall  make  or  permit  any  distinction  or  discrim- 
ination in  favor  of  individuals  between  insurants  of  the  same  class  and  equal 
expectation  of  life  in  the  amount  or  payment  of  premiums  or  rates  charged  for 
policies  of  life  or  endowment  insurance,  or  in  the  dividends  or  other  benefits 
payable  thereon,  or  in  any  other  of  the  terms  and  conditions  of  the  contracts 
it  makes ; nor  shall  any  such  company,  or  any  agent  thereof  make  any  contract 
of  insurance,  or  agreement  as  to  such  contract,  other  than  as  plainly  expressed 
in  the  policy  issued  thereon ; nor  shall  any  such  company  or  agent  pay  or  allow, 
or  offer  to  pay  or  allow,  as  inducement  to  insurance,  any  rebate  of  premium 
payable  on  the  policy,  or  any  special  favor  or  advantage  in  the  dividends  or 
other  benefit  to  accrue  thereon,  or  any  valuable  consideration  or  inducement 
not  specified  in  the  policy  contract  of  insurance,  or  give,  sell  or  purchase  or  offer 
to  give,  sell  or  purchase  as  inducement  to  insurance  or  in  connection  therewith, 
any  stocks,  bonds  or  other  securities  of  any  insurance  company  or  other  cor- 
poration. association  or  partnership,  or  any  dividends  or  profits  accrued  thereon, 
or  anything  of  value  whatsoever  not  specified  in  the  policy. 

No  person  shall  receive  or  accept  from  any  company  or  agent,  sub-agent, 
broker  or  any  other  person  any  such  rebate  of  premium  payable  on  the  policy, 
or  any  special  favor  or  advantage  in  the  dividends  or  other  benefits  to  accrue 
thereon,  or  any  other  valuable  consideration  or  inducement  not  specified  in  the 
policy  of  insurance.  No  person  shall  be  excused  from  testifying  or  from  pro- 
ducing any  books,  papers,  contracts,  agreements  or  documents  at  the  trial  of 
any  other  person  charged  with  violation  of  any  provision  of  this  section,  on 
the  ground  that  such  testimony  or  evidence  may  tend  to  incriminate,  but  no 
person  shall  be  prosecuted  for  any  act  concerning  which  he  shall  be  compelled 
to  so  testify  or  produce  evidence,  documentary  or  otherwise,  except  for  perjury 
committed  in  so  testifying.  (Penalty. — A fine  of  not  more  than  $500.) 

Renumber  old  section  69,  making  it  70.  Omit  old  section  70.  For  all  after 
section  72,  on  pages  400-402,  substitute  the  following: 

Sec.  73.  Rights  of  Creditor  and  of  Beneficiary. — If  a policy  of  insurance  is 
effected  by  any  person  on  his  own  life,  or  on  another  life,  in  favor  of  a person 
other  than  himself  having  an  insurable  interest  therein,  the  lawful  beneficiary 
thereof,  other  than  himself  or  his  legal  representatives,  shall  be  entitled  to  its 
proceeds  against  the  creditors  and  representatives  of  the  person  effecting  the 


EXTRACTS  FROM  STATE  LAWS. 


547 


same ; and  the  person  to  whom  a policy  of  life  insurance,  issued  subsequent 
to  the  eleventh  day  of  April  in  the  year  eighteen  hundred  and  ninety-four,  is 
made  payable  may  maintain  an  action  thereon  in  his  own  name : provided,  that, 
subject  to  the  statute  of  limitation,  the  amount  of  any  premiums  for  said 
insurance  paid  in  fraud  of  creditors,  with  interest  thereon,  shall  inure  to  their 
benefit  from  the  proceeds  of  the  policy;  but  the  company  issuing  the  policy 
shall  be  discharged  of  all  liability  thereon  by  payment  of  its  proceeds  in  accord- 
ance with  its  terms,  unless,  before  such  payment,  the  company  shall  have 
written  notice  by  or  in  behalf  of  a creditor,  with  specification  of  the  amount 
claimed,  claiming  to  recover  for  certain  premiums  paid  in  fraud  of  creditors. 
Every  policy  of  life  insurance  made  payable  to  or  for  the  benefit  of  a married 
woman,  or  after  its  issue  assigned,  transferred  or  in  any  way  made  payable 
to  a married  woman,  or  to  any  person  in  trust  for  her  or  for  her  benefit, 
whether  procured  by  herself,  her  husband  or  by  any  other  person,  and  whether 
the  assignment  or  transfer  is  made  by  her  husband  or  by  any  other  person, 
shall  inure  to  her  separate  use  and  benefit,  and  to  that  of  her  children,  subject 
to  the  provisions  of  this  section  relative  to  premiums  paid  in  fraud  of  creditors 
and  those  of  section  82.  In  any  claim  arising  under  a policy  which  has  been 
issued  in  this  commonwealth  by  any  life  insurance  company,  without  previous 
medical  examination,  or  without  the  knowledge  and  consent  of  the  insured,  or, 
if  said  insured  is  a minor,  without  the  consent  of  the  parent,  guardian  or 
other  person  having  legal  custody  of  said  minor,  the  statements  made  in  the 
application  as  to  the  age,  physical  condition,  and  family  history  of  the  insured 
shall  be  held  to  be  valid  and  binding  upon  the  company;  but  the  company  shall 
not  be  debarred  from  proving  as  a defence  to  such  claim  that  said  statements 
were  wilfully  false,  fraudulent  or  misleading.  Every  policy  must  have  attached 
thereto  a correct  copy  of  the  application,  and  unless  so  attached  the  same  shall 
not  be  considered  a part  of  the  policy  or  received  in  evidence. 

A solicitor,  agent,  examining  physician  or  other  person  who  knowingly  or 
wilfully  makes  a false  or  fraudulent  statement  or  representation  in  or  relative 
to  any  application  for  life  insurance,  or  who  makes  any  such  statement  for 
the  purpose  of  obtaining  a fee,  commission,  money  or  benefit  in  a corporation 
transacting  such  business  under  the  provisions  of  this  act,  shall  be  punished  by 
a fine  of  not  less  than  one  hundred  nor  more  than  five  hundred  dollars  or 
by  imprisonment  for  not  less  than  thirty  days  nor  more  than  one  year,  or 
by  both  such  fine  and  imprisonment ; and  a person  who  wilfully  makes  a false 
statement  of  any  material  fact  or  thing  in  a sworn  statement  as  to  the  death 
or  disability  of  a policy  or  certificate  holder  in  any  such  corporation,  for  the 
purpose  of  procuring  payment  of  a benefit  named  in  the  certificate  of  such 
holder,  shall  be  guilty  of  perjury. 

Sec.  76.  Annual  Dividends. — Except  as  provided  in  this  section,  every 
domestic  life  insurance  company  heretofore  or  hereafter  organized,  anything 
in  its  charter  or  its  certificate  of  incorporation  or  special  act  to  the  contrary 
notwithstanding,  shall  provide  in  every  policy  issued  on  or  after  the  first  day 
of  January,  nineteen  hundred  and  eight,  that  the  proportion  of  the  divisible 
surplus  of  the  company  contributed  by  said  policy  shall  be  ascertained  and 
distributed  annually,  and  not  otherwise,  beginning  not  later  than  the  end  of  the 
third  policy  year,  but  such  distribution  shall  not  be  made  contingent  upon 
the  payment  of  any  further  premium  except  that  if  dividends  are  allowed  on 
an  anniversary  of  the  policy  preceding  the  third  such  dividends  may  be  made 
subject  to  the  payment  of  the  succeeding  year’s  premium.  Every  such  com- 
pany shall  on  December  thirty-first  of  each  year  or  as  soon  thereafter  as  may 
be  practicable,  after  providing  for  the  reserve  required  by  the  provisions  of 
section  eleven  and  for  all  other  liabilities,  including  dividends  declared  upon 
the  capital  stock,  if  any,  and  such  sum  as  may  be  held  on  account  of  existing 
deferred  dividend  policies  and  providing  also  for  a contingency  reserve  not 
in  excess  of  the  limit  prescribed  in  section  77.  apportion  its  remaining  funds 
upon  the  contribution  to  surplus  plan,  as  dividends,  to  all  other  policies 
entitled  to  share  therein.  Each  such  dividend  shall,  annually,  at  the  option 
of  the  holder  of  the  policy,  (a)  be  payable  in  cash,  or  (b)  applied  in  reduction 


54» 


CHARTERS  OF  LIFE  INSURANCE  COMPANIES. 


of  premiums  or  (c)  to  the  purchase  of  a paid-up  addition,  or  (d)  be  left 
with  the  company  to  accumulate  to  the  credit  of  the  policy  and  shall  be 
payable  at  the  maturity  thereof  or  be  withdrawable  in  cash  on  demand  by 
the  holder  of  the  policy  or  applied  as  hereinafter  set  forth,  but  if  no  election 
is  made  by  the  holder  of  the  policy  prior  to  any  anniversary  thereof  the  dividend 
for  that  anniversary  shall  be  held  by  the  company  as  provided  in  option  (d) 
and  if  any  premium  on  the  policy  is  not  paid  at  the  expiration  of  the  days 
of  grace  the  company  shall  keep  the  policy  in  force  by  applying  the  dividend 
accumulations  to  the  payment  due  on  the  policy,  if  such  accumulations  are 
sufficient  to  make  said  payment  in  full,  and  shall  forthwith  mail  a notice  to 
the  holder  thereof  at  his  last  known  address,  stating  what  amount  has  been 
so  applied,  and  if  a balance  of  the  dividend  accumulations  remains  to  the 
credit  of  the  policy,  the  amount  thereof,  provided  that  the  share  of  the  surplus 
so  apportioned  to  a term  policy  shall  not  be  available  for  the  purchase  of  a 
paid-up  addition,  and  provided  that  nothing  herein  contained  shall  operate  to 
continue  a policy  in  force  beyond  the  period  which  any  dividend  accumulation 
so  applied  would  carry  the  policy  under  its  full  premium  rate,  nor  beyond  the 
term  for  which  the  policy  was  originally  issued,  and  that  the  affidavit  of  any 
officer,  clerk  or  agent  of  the  company,  or  of  any  one  authorized  to  mail  such 
notice,  that  the  notice  required  by  this  section  has  been  duly  mailed  by  the 
company,  shall  be  presumptive  evidence  that  such  notice  was  duly  given. 

On  policies  on  which  the  premiums  are  payable  weekly  the  annual  surplus 
distribution  shall  begin  not  later  than  the  end  of  the  fifth  policy  year  and 
shall  be  applied  to  the  payment  of  any  premium  or  premiums,  or  at  the  option 
of  the  holder  of  the  policy  be  made  in  cash,  but  such  distribution  shall  not  be 
made  contingent  upon  the  payment  of  future  premiums. 

This  section  shall  not  apply  to  any  stock  life  insurance  company  which  on 
or  after  the  first  day  of  January,  nineteen  hundred  and  eight,  shall  issue  only 
non-participating  policies.  Nor  shall  this  section  apply  to  pure  endowment 
insurance  issued  or  granted  in  exchange  for  lapsed  or  surrendered  policies. 
A foreign  life  insurance  company  which  shall  not  provide  in  every  participating 
policy  issued  or  delivered  in  this  state  on  or  after  the  first  day  of  January, 
nineteen  hundred  and  eight,  that  the  proportion  of  the  surplus  accruing  upon 
said  policy  shall  be  ascertained  and  distributed  annually  and  not  otherwise, 
either  by  payment  in  cash  of  the  amount  apportioned  to  a policy,  or  by  its 
application  to  the  payment  of  premiums  or  to  the  purchase  of  paid-up  additions, 
or  for  the  accumulation  of  the  amounts  from  time  to  time  apportioned,  said 
accumulations  to  be  subject  to  withdrawal  by  the  policyholder,  shall  not  be 
permitted  to  do  new  business  within  this  commonwealth. 

Sec.  79.  Non-Forfeiture  of  Policies. — All  policies  issued  prior  to  the  first 
day  of  January,  in  the  year  nineteen  hundred  and  eight,  by  any  domestic  life 
insurance  company  shall  be  subject  to  the  provisions  of  law  limiting  forfeiture 
which  were  applicable  and  in  force  at  the  date  of  their  issue. 

Sec.  80.  After  three  full  annual  premiums  have  been  paid  on  any  policy 
of  life  or  endowment  insurance  issued  by  a domestic  insurance  company  after 
December  thirty-first,  nineteen  hundred  and  seven,  the  holder  thereof,  within 
thirty  days  after  any  default  in  the  payment  of  subsequent  premium,  may  elect, 
by  a writing  filed  with  the  company  at  its  home  office,  (a)  to  surrender  the 
policy  and,  with  the  written  assent  of  the  person  to  whom  it  is  made  payable, 
receive  its  value  in  cash,  or  (b)  take  paid-up  insurance  which  shall  be  partici- 
pating if  the  policy  is  on  a participating  basis,  payable  at  the  same  time  and 
on  the  same  conditions  as  in  the  original  contract,  or  (c)  have  the  insurance 
continued  in  force  from  the  anniversary  date  last  passed  for  its  face  amount, 
including  any  outstanding  dividend  additions  and  less  any  indebtedness  thereon, 
or  secured  thereby,  but  without  the  right  to  loans.  The  cash  value  shall  be 
the  reserve  on  the  policy  at  the  end  of  the  last  policy  year  for  which  the 
premium  was  paid  in  full,  plus  a proportionate  part  of  the  increase  in  the 
cash  value  at  the  end  of  the  succeeding  year  if  any  instalment  not  less  than 
a quarterly  instalment  of  the  premium  for  that  year  has  been  paid,  and  of 
any  dividend  additions  thereto,  computed  on  the  mortality  and  interest  assump- 


EXTRACTS  FROM  STATE  LAWS. 


549 


tion  upon  which  the  company  elects  to  reserve  as  prescribed  by  the  laws  of  this 
commonwealth,  less  a surrender  charge  of  not  more  than  five  per  cent  of  the 
present  tfalue  of  the  future  net  premiums  which  by  its  terms  the  policy  is 
exposed  to  pay  in  case  of  its  continuance,  computed  on  the  aforesaid  mortality 
and  interest  basis,  and  less  any  existing  indebtedness  to  the  company  on  the 
policy  or  secured  thereby.  The  company  may  reserve  the  right  to  defer  the 
payment  of  such  cash  value  for  not  exceeding  sixty  days  after  the  application 
therefor  is  made.  The  term  for  which  the  policy  will  be  continued  or  the 
amount  of  the  paid-up  policy  will  be  such  as  the  cash  value  will  purchase  as 
a net  single  premium  at  attained  age  of  the  insured  according  to  the  mortality 
and  interest  basis  heretofore  designated.  But  in  case  of  an  endowment  policy, 
if  the  sum  applicable  to  the  purchase  of  temporary  insurance  shall  be  more 
than  sufficient  to  continue  the  insurance  to  the  end  of  the  endowment  term 
named  in  the  policy,  the  excess  shall  be  used  to  purchase  in  the  same  manner 
non-participating  paid-up  pure  endowment,  payable  at  the  end  of  the  endowment 
term  on  the  same  conditions.  If  the  holder  shall  not  within  thirty  days  from 
default  surrender  the  policy  to  the  company  for  cash  as  provided  in  option  (a) 
or  elect,  by  a writing  filed  with  the  company  at  its  home  office,  to  take  extended 
insurance  as  provided  in  option  (c)  the  insurance  will  be  binding  upon  the 
company  from  date  of  default  without  any  further  stipulation  or  act  as  provided 
in  option  (b).  The  paid-up  or  extended  insurance  granted  by  the  terms  of  the 
policy  shall  have  a cash  value  which  shall  be  its  net  value  less  any  indebtedness 
to  the  company  on  account  of  such  policy  or  secured  thereby,  and  the  holder 
thereof  may,  by  giving  notice  of  sixty  days  and  furnishing  to  the  company  the 
written  assent  of  the  person  to  whom  the  policy  is  payable,  claim  and  receive  in 
cash  such  surrender  value  at  the  date  of  the  application  therefor. 

Every  such  policy  which  by  its  own  terms  has  become  paid  up  shall  have 
a cash  surrender  value  which  shall  be  its  net  value,  less  not  more  than  five 
per  cent  of  one  net  annual  premium  on  a ten-payment  life  policy  at  the  age 
of  entry  of  the  insured  and  less  any  indebtedness  to  the  company  on  such  policy 
or  secured  thereby,  and  the  holder  of  any  such  paid-up  policy  may  surrender 
the  same  and  claim  and  recover  from  the  company  within  sixty  days  of  the 
application  therefor  the  surrender  value  in  cash  upon  furnishing  the  company 
with  the  written  assent  of  the  person  to  whom  the  policy  is  payable. 

On  policies  of  prudential  or  industrial  insurance  on  which  the  premiums  are 
paid  weekly  and  are  not  more  than  fifty  cents  each,  the  surrender  value  shall 
in  all  cases  be  payable  in  cash,  which  shall  be  a legal  claim  for  not  more  than 
two  years  from  the  date  of  lapse  and  be  payable  within  sixty  days  after  the 
demand  therefor.  Within  ninety  days  after  the  lapse  of  any  policy  which  has 
a surrender  value  and  upon  which  settlement  has  not  been  made,  the  company 
shall  send  a notice  thereof  to  the  last  known  address  of  the  holder  of  said 
policy,  which  notice  shall  state  the  amount  of  the  surrender  value  of  said 
policy.  The  affidavit  of  any  officer,  clerk  or  agent  of  the  company  or  anyone 
authorized  to  mail  such  notice,  that  the  notice  herein  required  has  been  duly 
mailed  by  the  company,  shall  be  presumptive  evidence  that  such  notice  was  duly 
given. 

Sec.  8i.  Rights  of  Policyholders  in  Domestic  Life  Companies. — On  and 
after  the  first  day  of  January,  nineteen  hundred  and  eight,  no  domestic  mutual 
life  insurance  company,  and  no  domestic  stock  life  insurance  company  here- 
after issuing  or  professing  to  issue  any  participating  policies,  shall  issue  any 
policies  except  annuities  and  pure  endowment  insurance  granted  in  exchange 
for  lapsed  or  surrendered  policies,  which  do  not  by  their  terms  give  to  the 
holders  thereof  full  right  to  participate  in  the  accumulations  of  said  corpora- 
tion, as  provided  in  this  act. 

Sec.  82.  Every  person  insured  by  a domestic  mutual  life  insurance  company 
shall  be  a member  entitled  to  one  vote,  and  one  vote  additional  for  each  five 
thousand  dollars  of  insurance  in  excess  of  the  first  five  thousand  dollars,  and 
shall  be  notified  of  its  annual  meetings  by  written  notice  or  by  an  imprint  in 
the  form  prescribed  in  section  forty-three  upon  the  filing  back,  or  in  case  of 


550 


CHARTERS  OF  LIFE  INSURANCE  COMPANIES. 


policies  on  which  the  premiums  are  payable  monthly  or  oftener  some  other 
prominent  place,  of  each  policy,  and  also  upon  receipts  or  certificates  of  renewal. 

Members  may  vote  by  proxies  dated  and  executed  within  three  months,  and 
returned  and  recorded  on  the  books  of  the  company  seven  days  or  more  before 
the  meeting  at  which  they  are  to  be  used;  but  no  person  shall,  as  attorney  or 
otherwise  cast  more  than  twenty  votes,  and  no  officer  shall  himself,  or  by 
another,  ask  for,  receive,  procure  to  be  obtained  or  use  a proxy  vote. 

Two-thirds  at  least  of  the  directors  shall  be  citizens  of  this  commonwealth, 
and  after  the  first  election  members  only  shall  be  eligible;  and  no  person  shall 
be  qualified  to  serve  as  director  after  the  termination  of  his  insurance  in  the 
company. 

The  stockholders  of  the  guaranty  capital  of  any  such  company  shall  be 
entitled  to  such  annual  dividends,  not  exceeding  eight  per  cent,  payable  from 
the  net  surplus,  as  may  have  been  agreed  upon  in  the  subscription  thereof. 
Such  guaranty  capital  shall  be  redeemed,  by  appropriation  of  net  surplus  for 
that  purpose,  whenever  the  net  surplus  is  twice  the  amount  of  said  guaranty 
capital. 


NEW  JERSEY  STATE  LAWS. 


Section  i.  Dividends  of  Domestic  Stock  Life  Companies  Issuing  Partici- 
pating Policies  Limited. — No  domestic  life  insurance  company,  so  long  as  it 
continues  to  issue  participating  policies,  shall  pay  in  any  year  to  its  stock- 
holders, out  of  earnings  hereafter  made,  dividends  aggregating  more  than  ten 
per  centum  of  the  par  value  of  their  stock. 

Sec.  2.  Limit  of  capital  stock  of  Domestic  Life  Companies. — No  domestic 
life  insurance  company  shall  create  or  have  shares  of  stock  of  a greater  par 
value  than  two  million  dollars. 

Sec.  3.  Distribution  of  Assets  of  Domestic  Stock  Life  Companies  on  Dis- 
solution.— Upon  the  dissolution  of  any  domestic  life  insurance  company  having 
a stock  capital,  the  assets  remaining  after  satisfying  all  debts  and  all  lawful 
obligations  to  policyholders  and  others,  shall  be  divided  among  the  stock- 
holders in  proportion  to  their  shares,  but  no  stockholder  shall  receive  from 
said  assets  more  than  double  the  par  value  of  his  shares,  and  the  residue  of 
the  assets,  if  any,  shall  be  paid  into  the  state  treasury  for  the  use  of  the  state ; 
provided,  that  in  case  where  the  assets  of  any  such  company  have  heretofore 
accumulated  to  such  an  extent  that  the  net  surplus  belonging  to  stockholders 
is  now  in  excess  of  double  the  par  value  of  the  stock,  nothing  in  this  act  shall 
be  construed  to  deprive  the  stockholders  of  any  part  of  their  share  of  such 
assets  heretofore  accumulated,  and  in  case  of  dissolution  of  the  company  they 
shall  receive  their  full  and  lawful  portion  of  such  assets  heretofore  accumu- 
lated, notwithstanding  that  such  portion  may  be  more  than  double  the  par 
value  of  the  shares;  and  provided  further,  that  nothing  herein  contained  shall 
prevent  any  such  company  from  declaring  any  dividend  it  may  deem  proper 
to  its  policyholders  out  of  its  surplus  earnings. 

Section  i.  Chancellor  to  Appoint  Three  Directors  of  Each  Domestic  Stock 
Life  Company. — To  the  board  of  directors  of  every  life  insurance  company  of 
this  state  organized  as  a stock  company  there  shall  be  added  three  directors, 
who  shall  be  policyholders  of  the  company,  but  shall  not  be  stockholders.  Said 
directors  shall  be  appointed  by  the  chancellor.  Those  first  appointed  shall  hold 
their  offices  for  one,  two  and  three  years,  respectively,  and  all  subsequent 
appointments  shall  be  for  three  years.  They  shall  be  paid  by  the  company 
their  traveling  expenses  in  attending  meetings,  and  the  same  compensation 
that  is  paid  to  the  other  directors,  but  not  less  than  ten  dollars  for  each 
meeting  of  the  board  which  they  attend : their  powers,  privileges  and  duties 
shall  be  the  same  as  those  of  the  other  directors. 

If  any  such  director  at  any  time  acquires  any  interest  in  the  capital  stock  of 
such  company  his  office  shall  thereby  be  vacated. 


EXTRACTS  FROM  STATE  LAWS. 


551 


NEW  YORK  STATE  LAWS. 


Substitute  the  following  for  correspondingly  numbered  sections  on  page  403 : 

Sec.  83.  Distribution  of  Surplus  to  Policyholders. — Except  as  herein  pro- 
vided, every  domestic  life  insurance  corporation  heretofore  or  hereafter  organ- 
ized, whether  incorporated  by  special  act  or  under  a general  statute,  anything 
in  its  charter  or  certificate  of  incorporation  or  in  such  special  act  or  general 
statute  to  the  contrary  notwithstanding,  shall  provide  in  every  policy  issued 
on  or  after  the  first  day  of  January,  nineteen  hundred  and  seven,  that  the 
proportion  of  the  surplus  accruing  upon  said  policy  shall  be  ascertained  and 
distributed  annually  and  not  otherwise.  Upon  the  thirty-first  day  of  December 
of  each  year,  or  as  soon  thereafter  as  may  be  practicable,  every  such  corpora- 
tion shall  well  and  truly  ascertain  the  surplus  earned  by  such  corporation  during 
sa’d  year.  After  setting  aside  from  such  surplus  such  sums  as  may  be  required 
for  the  payment  of  authorized  dividends  upon  the  capital  stock,  if  any.  and 
such  sums  as  may  properly  be  held  for  account  of  existing  deferred  dividend 
policies  and  for  a contingency  reserve  not  in  excess  of  the  amount  prescribed 
in  this  article,  every  such  corporation  shall  apportion  the  remaining  surplus 
equitably  to  all  other  policies  entitled  to  share  therein.  Except  in  the  case  of 
a term  or  an  industrial  policy,  the  share  of  surplus  so  apportioned  in  the  case 
of  a policy  issued  on  or  after  the  first  day  of  January,  nineteen  hundred  and 
seven,  shall,  at  the  option  of  the  owner  of  the  policy,  be  payable  in  cash,  or 
shall  be  applicable  to  the  payment  of  any  premium  or  premiums  upon  said 
policy  or  to  the  purchase  of  a paid-up  addition  thereto  or  shall  be  permitted 
to  accumulate  to  the  credit  of  the  policy  at  such  rate  of  interest  as  shall  be 
allowed  by  the  company,  and  with  such  interest  shall  be  payable  upon  the 
maturity  of  the  policy  or  shall  be  withdrawable  in  cash  by  the  owner  of  the 
policy  on  any  anniversary  of  the  date  of  issue  thereof.  Such  corporation  may 
require  the  owner  of  the  policy  to  elect  the  manner  in  which  said  dividends 
shall  be  applied  as  above  provided  by  mailing  a written  notice  of  the  amount 
of  the  said  dividends  and  the  options  available  as  aforesaid  in  a sealed  envelope 
in  the  manner  required  by  the  provisions  of  this  chapter  for  notices  of  premium 
payments,  and  in  case  the  owner  shall  fail  to  notify  the  company  in  writing  of 
his  election  within  three  months  after  the  date  of  the  mailing  of  said  notice, 
the  surplus  shall  be  applied  by  the  company  to  the  purchase  of  a paid-up  addi- 
tion to  the  sum  insured.  In  the  case  of  a term  or  industrial  policy  issued  on 
or  after  the  first  day  of  January,  nineteen  hundred  and  seven,  the  share  of 
surplus  so  apportioned  shall  be  payable  to  the  owner  of  the  policy  in  cash  or 
shall  be  applicable  to  the  payment  of  any  premium  or  premiums  upon  said 
policy,  or  if  so  provided  in  the  policy,  shall  be  permitted  to  accumulate  to  the 
credit  of  the  policy  at  such  rate  of  interest  as  shall  be  allowed  by  the  company 
and  in  such  case  shall  be  payable  upon  the  maturity  or  expiration  of  the  policy 
or  shall  be  withdrawable  in  cash  by  the  holder  of  the  policy  on  any  anniversary 
of  the  date  of  issue  thereof.  The  dividends  declared  as  aforesaid  in  the  case 
of  a policy  issued  on  or  after  the  first  day  of  January,  nineteen  hundred  and 
seven,  shall  he  payable  respectively  either  upon  the  anniversary  of  the  policy 
next  after  said  thirty-first  day  of  December  or  upon  a day  certain  in  the  year 
following  said  date,  according  to  the  rules  of  the  corporation  or  the  terms  of 
the  policy,  and  upon  the  sole  condition  that  the  premium  payments  for  the 
policy  year  current  upon  said  thirty-first  day  of  December  shall  have  been 
completed. 

This  section  shall  not  apply  to  any  stock  life  insurance  corporation  which 
on  or  after  the  first  day  of  January,  nineteen  hundred  and  seven,  shall  transact 
and  shall  represent  itself  as  transacting  its  business  exclusively  upon  a non- 
mutual basis  and  shall  after  said  date  issue  only  non-participating  policies. 
Nor  shall  this  section  apply  to  paid-up  or  temporary  and  pure  endowment 
insurance  issued  or  granted  in  exchange  for  lapsed  or  surrendered  policies. 


552 


CHARTERS  OF  LIFE  INSURANCE  COMPANIES. 


A foreign  life  insurance  corporation  which  shall  not  provide  in  every  par- 
ticipating policy  issued  or  delivered  in  this  state  on  or  after  the  first  day 
of  January,  nineteen  hundred  and  seven,  that  the  proportion  of  the  surplus 
accruing  upon  said  policy  shall  be  ascertained  and  distributed  annually  and 
not  otherwise,  and  which  shall  not  ascertain  and  distribute  the  surplus  accruing 
upon  said  policies  annually  either  by  providing  for  their  payment  in  cash  or 
their  application  to  the  payment  of  premiums  or  to  the  purchase  of  paid-up 
additions  or  for  their  accumulation  as  above  provided  in  the  case  of  domestic 
corporations,  shall  not  be  permitted  to  do  business  within  this  state. 

Sec.  84.  Valuation  of  Policies. — The  superintendent  of  insurance  shall  an- 
nually make  valuations  of  all  outstanding  policies,  additions  thereto,  unpaid 
dividends,  and  all  other  obligations  of  every  life  insurance  corporation  doing 
business  in  this  state.  All  valuations  made  by  him  or  by  his  authority  shall 
be  made  upon  the  net  premium  basis.  The  legal  minimum  standard  for  con- 
tracts issued  before  the  first  day  of  January,  nineteen  hundred  and  one,  shall 
be  the  actuaries’  or  combined  experience  table  of  mortality  with  interest 
at  four  per  centum  per  annum,  and  for  contracts  issued  on  or  after  said 
day  shall  be  the  American  experience  table  of  mortality  with  interest  at 
three  and  one-half  per  centum  per  annum ; provided  that  the  legal  minimum 
valuation  of  all  contracts  issued  on  or  after  the  first  day  of  January,  nineteen 
hundred  and  seven,  shall  be  in  accordance  with  the  select  and  ultimate  method, 
and  on  the  basis  that  the  rate  of  mortality  during  the  first  five  years  after 
issuance  of  said  contracts  respectively  shall  be  calculated  according  to  the 
following  percentages  of  the  rates  shown  by  the  American  experience  table 
of  mortality,  to  wit,  first  insurance  year  fifty  per  centum  thereof,  second  insur- 
ance year  sixty-five  per  centum  thereof,  third  insurance  year  seventy-five 
per  centum  thereof,  fourth  insurance  year  eighty-five  per  centum  thereof,  and 
fifth  insurance  year  ninety-five  per  centum  thereof.  The  superintendent  may 
vary  the  standards  of  interest  and  mortality  in  the  case  of  corporations  from 
foreign  countries  as  to  contracts  issued  by  such  corporations  in  other  countries 
than  the  United  States ; and  in  particular  cases  of  invalid  lives  and  other  extra 
hazards,  and  value  policies  in  groups,  use  approximate  averages  for  fractions 
of  a year  and  otherwise,  and  accept  the  valuation  of  the  department  of  insur- 
ance of  any  other  state  or  country  if  made  upon  the  basis  and  according 

to  the  standards  herein  required  in  place  of  the  valuation  herein  required  if 
the  insurance  officer  of  such  state  or  country  accepts  as  sufficient  and  valid 
for  all  purposes  the  certificate  of  valuation  of  the  superintendent  of  insurance 
of  this  state.  No  policy  issued  after  the  thirty-first  day  of  December,  nine- 
teen hundred  and  six.  shall  be  valued  as  term  insurance  unless  premiums  are 
based  upon  net  term  rates ; and  no  policy  with  level  premiums  issued  after 
said  date  shall  be  valued  as  term  insurance  for  the  first  policy  year.  The 
legal  minimum  standard  for  the  valuation  of  annuities  issued  after  January 

first,  nineteen  hundred  and  seven,  shall  be  McClintock’s  “ Table  of  Mortality 

among  Annuitants  ” with  interest  at  three  and  one-half  per  centum  per  annum, 
but  annuities  deferred  ten  or  more  years  and  written  in  connection  with 
life  or  term  insurances  shall  be  valued  in  the  same  mortality  table  from  which 
the  consideration  or  premiums  were  computed,  with  interest  not  higher  than 
three  and  one-half  per  centum  per  annum.  The  legal  minimum  standard  for 
the  valuation  of  industrial  policies  issued  after  the  first  day  of  January, 
nineteen  hundred  and  seven,  shall  be  the  American  experience  table  of  mor- 
tality with  interest  at  three  and  one-half  per  centum  per  annum,  provided, 
that  any  life  insurance  corporation  may  voluntarily  value  its  industrial  policies 
written  on  the  weekly  premium  payment  plan  according  to  the  standard  indus- 
trial mortality  table  or  the  substandard  industrial  mortality  table.  Any  life 
insurance  corporation  may  voluntarily  value  its  policies,  or  any  class  thereof, 
according  to  the  American  experience  table  of  mortality  with  interest  at  three 
and  one-half  per  centum  per  annum,  provided,  that  any  life  insurance  cor- 
poration may  voluntarily  value  its  industrial  policies  written  on  the  weekly 
premium  payment  plan  according  to  the  standard  industrial  mortality  table 
or  the  substandard  industrial  mortality  table.  Any  life  insurance  corporation 


EXTRACTS  FROM  STATE  LAWS. 


553 


may  voluntarily  value  its  policies,  or  any  class  thereof,  according  to  the 
American  experience  table  of  mortality,  or  if  industrial,  at  its  option,  accord- 
ing to  the  standard  industrial  mortality  table  or  substandard  industrial  mor- 
tality table,  at  a lower  rate  of  interest  than  that  above  prescribed,  but  not 
lower  than  three  per  centum  per  annum,  and  with  or  without  reference  to 
the  select  and  ultimate  method  of  valuation,  and  in  every  such  case  shall 
report  any  excess  of  its  valuations  over  those  computed  by  the  said  legal 
minimum  standard  and  also  the  standards  used  by  it  in  making  the  same 
to  the  superintendent  of  insurance  in  its  annual  statement,  provided  that  no 
such  standards,  if  adopted  shall  be  abandoned  without  the  consent  of  the 
superintendent  of  insurance  first  obtained  in  writing. 

On  page  404  omit  section  87. 

On  page  405  substitute  the  following  for  the  last  paragraph  of  section  88 : 

This  section  shall  not  apply  to  any  case  of  a policy  issued  before  January 
first,  nineteen  hundred  and  seven,  where  the  provisions  of  the  section  are 
specifically  waived  in  the  application  and  notice  of  such  waiver  is  written  or 
printed  in  red  ink  on  the  margin  of  the  face  of  the  policy  when  issued.  In 
any  policy  of  life  insurance  (other  than  a term  policy  for  twenty  years  or 
less),  issued  on  or  after  January  first,  nineteen  hundred  and  seven,  by  any 
domestic  life  insurance  corporation,  after  being  in  force  three  full  years  shall 
by  its  terms  lapse  or  become  forfeited  by  the  nonpayment  of  any  premium 
or  any  note  therefor  or  any  loan  on  such  policy  or  of  any  interest  on  such 
note  or  loan,  the  reserve  on  such  policy  computed  according  to  the  standard 
adopted  by  said  company  in  accordance  with  section  eighty-four  of  this 
chapter,  together  with  the  value  of  any  dividend  additions  upon  said  policy, 
after  deducting  any  indebtedness  to  the  company  and  one-fifth  of  the  said 
entire  reserve,  or  the  sum  of  two  and  fifty  one-hundredths  dollars  for  each 
one  hundred  dollars  of  the  face  of  said  policy  if  said  sum  shall  be  more 
than  the  said  one-fifth,  shall,  upon  demand  not  later  than  three  months  after 
the  date  of  lapse  with  surrender  of  the  policy  be  applied  as  a surrender  value 
as  agreed  upon  in  the  policy,  provided  that  if  no  other  option  expressed  in 
the  policy  be  available  of  by  the  owner  thereof,  and  if  the  policy  itself  does 
not  direct  what  option  shall  become  operative  in  default  of  selection  by 
the  owner,  the  same  shall  be  applied  to  continue  the  insurance  in  force  at 
its  full  amount  including  any  outstanding  dividend  additions  less  any  out- 
standing indebtedness  on  the  policy,  but  without  future  participation  and 
without  the  right  to  loans,  so  long  as  such  surrender  value  will  purchase  non- 
participating temporary  insurance  at  net  single  premium  rates  by  the  standard 
adopted  by  the  company,  at  the  age  of  the  insured  at  the  time  of  lapse  or 
forfeiture;  provided  in  case  of  any  endowment  policy  if  the  sum  applicable 
to  the  purchase  of  temporary  insurance  shall  be  more  than  sufficient  to  con- 
tinue the  insurance  to  the  end  of  the  endowment  term  named  in  the  policy, 
the  excess  shall  be  used  to  purchase  in  the  same  manner  pure  endowment 
insurance  payable  at  the  end  of  the  endowment  term  named  in  the  policy 
on  the  conditions  on  which  the  original  policy  was  issued,  and  provided 
further  that  any  attempted  waiver  of  the  provisions  of  this  paragraph  in 
any  application,  policy  or  otherwise,  shall  be  void,  and  provided  further  that 
any  value  allowed  in  lieu  thereof  shall  be  at  least  equal  to  the  net  value  of 
the  temporary  insurance  or  of  the  temporary  and  pure  endowment  insurance 
herein  provided  for.  The  term  of  temporary  insurance  herein  provided  for 
shall  include  the  period  of  grace,  if  any.  In  every  case  where  a contract 
provides  for  both  insurance  and  annuities,  the  foregoing  provisions  shall  apply 
only  to  that  part  of  the  contract  which  provides  for  insurance,  but  every 
such  contract  containing  a provision  for  a deferred  annuity  on  the  life  of 
the  insured  only  (unless  paid  for  by  a single  premium)  shall  provide  that 
in  the  event  of  the  nonpayment  of  any  premium  after  three  full  years' 
premiums  shall  have  been  paid,  the  annuity  shall  automatically  become  con- 
verted into  a paid-up  annuity  for  such  a proportion  of  the  original  annuity 
as  the  number  of  completed  years’  premiums  paid  bears  to  the  total  number 
of  premiums  required  under  the  contract. 


554 


CHARTERS  OF  LIFE  INSURANCE  COMPANIES. 


Sec.  89.  Discriminations  Prohibited. — No  life  insurance  corporation  doing 
business  in  this  state  shall  make  or  permit  any  discrimination  between  indi- 
viduals of  the  same  class  or  of  equal  expectation  of  life,  in  the  amount  or 
payment  or  return  of  premiums  or  rates  charged  for  policies  of  insurance, 
or  in  the  dividends  or  other  benefits  payable  thereon,  or  in  any  of  the  terms 
and  conditions  of  the  policy;  nor  shall  any  such  company  permit  or  agent 
thereof  offer  or  make  any  contract  of  insurance  or  agreement  as  to  such 
contract  other  than  as  plainly  expressed  in  the  policy  issued  thereon ; nor 
shall  any  such  company  or  any  officer,  agent,  solicitor  or  representative  thereof 
pay,  allow  or  give,  or  offer  to  pay,  allow  or  give,  directly  or  indirectly,  as 
inducement  to  any  person  to  insure,  or  give,  sell  or  purchase,  or  offer  to 
give,  sell  or  purchase  as  such  inducement  or  in  connection  with  such  insur- 
ance, any  stock,  bonds  or  other  securities  of  any  insurance  company  or  other 
corporation,  association  or  partnership,  or  any  dividends  or  profits  accruing 
thereon,  or  any  valuable  consideration  or  inducement  whatever  not  specified 
in  the  policy,  nor  shall  any  person  knowingly  receive  as  such  inducement, 
any  rebate  of  premium,  or  any  special  favor  or  advantage  in  the  dividends 
or  other  benefits  to  accrue  thereon,  or  any  paid  employment  or  contract  for 
services  of  any  kind  or  any  valuable  consideration  or  inducement  whatever, 
not  specified  in  the  policy.  No  person  shall  be  excused  from  attending  and 
testifying  or  producing  any  books,  papers  or  other  documents  before  any 
court  or  magistrate,  upon  any  investigation,  proceeding  or  trial  for  a viola- 
tion of  any  of  the  provisions  of  this  section,  upon  the  ground  or  for  the 
reason  that  the  testimony  or  evidence,  documentary  or  otherwise,  required 
of  him  may  tend  to  convict  him  of  a crime  or  subject  him  to  a penalty 
or  forfeiture;  but  no  person  shall  be  prosecuted  or  subjected  to  any  penalty 
or  forfeiture  for  or  on  account  of  any  transaction,  matter  or  thing  concerning 
which  he  may  so  testify  or  produce  evidence,  documentary  or  otherwise,  and 
no  testimony  so  given  or  produced  shall  be  received  against  him  upon  any 
criminal  investigation  or  proceeding.  No  premium  upon  any  policy  of  life 
insurance  issued  on  or  after  January  first,  nineteen  hundred  and  seven,  shall 
be  charged  for  term  insurance  for  one  year,  higher  in  amount  than  the 
premium  for  term  insurance  for  one  year  at  the  same  age  under  any  other 
form  of  policy  issued  by  such  corporation. 

Sec.  90.  Remains  as  printed  on  page  405. 

Sec.  91.  Business  to  be  Accepted  from  Licensed  Agents  Only;  Agents’  Cer- 
tificate of  Authority. — No  life  insurance  corporation  doing  business  within 
this  state,  or  agent  thereof,  shall  pay  any  commission  or  other  compensation 
to  any  person  for  services  in  obtaining  new  insurance,  unless  such  person  shall 
have  first  procured  from  the  superintendent  of  insurance  a certificate  of 
authority  to  act  as  an  agent  of  such  company  as  hereinafter  provided.  No 
person  shall  act  as  agent,  subagent  or  broker,  in  the  solicitation  or  procure- 
ment of  applications  for  insurance,  or  receive  for  services  in  obtaining  new 
insurance  any  commission  or  other  compensation  from  any  life  insurance 
corporation  doing  business  in  this  state,  or  agent  thereof,  without  first  pro- 
curing a certificate  of  authority  so  as  to  act  from  the  superintendent  of 
insurance,  which  must  be  renewed  annually  on  the  first  day  of  January,  or 
within  six  months  thereafter.  Such  certificate  shall  be  issued  bv  the  super- 
intendent of  insurance  only  upon  the  written  application  of  persons  desiring 
such  authority,  such  application  being  approved  and  countersigned  by  the 
company  such  person  desires  to  represent,  and  shall  be  upon  a form  approved 
by  the  superintendent  of  insurance,  giving  such  information  as  he  may  require. 
The  superintendent  of  insurance  shall  have  the  right  to  refuse  to  issue  or 
renew  any  such  certificate  in  his  discretion.  No  such  certificate  shall  be  valid, 
however,  in  any  event  after  the  first  day  of  July  of  the  year  following  the 
issuing  of  such  certificate.  Renewal  certificates  may  be  issued  upon  the  appli- 
cation of  the  company.  Such  certificate  of  authority  shall  be  executed  in 
triplicate;  one  cony  thereof  shall  be  filed  in  the  office  of  the  superintendent, 
and  two  copies  thereof  shall  be  issued  to  such  agent,  subagent  or  broker, 
one  of  which  copies  such  agent,  subagent  or  broker  shall,  within  thirty  days 


EXTRACTS  FROM  STATE  LAWS. 


555 


after  such  certificate  is  issued,  cause  to  be  filed  in  the  office  of  the  county 
clerk  of  the  county  in  which  such  agent,  subagent  or  broker  resides,  or,  if  a 
nonresident,  in  the  office  of  the  county  clerk  of  the  county  in  this  state  in 
which  he  has  an  office  for  the  transaction  of  business.  Agents  operating 
solely  for  companies  transacting  industrial  or  prudential  insurance  on  the 
weekly  payment  plan  of  insurance  are  exempted  from  the  provisions  of  this 
section,  and  nothing  contained  herein  shall  be  construed  as  prohibiting  any 
corporation  transacting  industrial  or  prudential  insurance  on  the  weekly 
payment  plan  from  accepting  business  on  that  plan  from  unlicensed  agents. 
Any  person  or  corporation  violating  the  provisions  of  this  section  shall  forfeit 
to  the  state  the  sum  of  five  hundred  dollars.  On  the  conviction  of  any 
person  acting  as  agent,  subagent  or  broker,  of  the  commission  of  any  act 
which  is  a violation  of  any  of  the  provisions  of  this  chapter,  the  superintendent 
of  insurance  shall  immediately  revoke  the  certificate  of  authority  issued  to  him 
and  no  such  certificate  shall  thereafter  be  issued  to  such  convicted  person 
by  the  superintendent  within  three  years  from  the  date  of  his  conviction. 

Sec.  92.  Remains  as  printed  on  page  406. 

Sec.  94.  Election  of  Directors. — The  following  provisions  are  hereby  estab- 
lished for  the  election  of  directors : 

1.  At  every  election  of  directors  in  any  domestic  mutual  life  insurance 
corporation,  whether  incorporated  by  special  act  or  under  general  law  and 
anything  to  the  contrary  in  its  charter,  certificate  of  incorporation  or  by-laws 
notwithstanding,  every  policyholder  whose  insurance  shall  be  in  force  and  shall 
have  been  in  force  for  at  least  one  year  prior  thereto  shall  be  entitled  to 
vote  without  other  qualification. 

2.  Every  such  policyholder,  and  every  other  person  having  a right  to 
vote  by  virtue  of  any  contract  made  prior  to  the  enactment  of  this  section 
which  shall  remain  in  force  until  the  date  of  such  election,  shall  be  entitled 
to  vote  in  person  or  by  proxy  or  by  mail,  as  herein  provided. 

3.  Except  as  otherwise  now  provided  with  reference  to  existing  policies, 

every  policyholder  shall  be  entitled  to  one  vote  only  irrespective  of  the 
number  of  policies  or  the  amount  of  insurance  held  by  him ; and  unless  a 
policy  shall  have  been  assigned  more  than  six  months  prior  to  the  election 
by  an  assignment  absolute  on  its  face  to  an  assignee  other  than  the  corpora- 
tion which  shall  have  issued  the  policy,  the  person  upon  whose  application 
the  policy  shall  have  been  issued,  or  if  the  application  be  signed  by  more 
than  one  person,  the  person  whose  life  is  insured,  shall  be  deemed  to  be  a 

policyholder  entitled  to  vote  as  aforesaid ; in  case  a policy  shall  have  been 

assigned  as  aforesaid,  the  assignee  shall  be  deemed  to  be  a policyholder  entitled 
to  vote,  provided  his  signature,  either  attested  by  the  assignor  or  acknowledged 
in  like  manner  as  in  case  of  a deed  to  be  recorded  in  this  state,  shall  have 

been  filed  at  the  home  office  of  the  corporation  which  shall  have  issued  the 

policy. 

4.  At  least  six  months  prior  to  every  such  election  every  such  corporation 
shall  file  with  the  superintendent  of  insurance  two  full  and  correct  lists  of 
the  names  and  last  known  postoffice  addresses  of  all  policyholders  whose 
insurance  was  in  force  twelve  months  prior  to  the  date  fixed  for  such  election, 
and  all  other  policyholders  entitled  to  vote  by  virtue  of  contracts  made  prior 
to  April  twenty-seven,  nineteen  hundred  and  six.  The  names  of  said  policy- 
holders shall  be  arranged  on  said  lists  alphabetically,  placed  in  separate  volumes 
containing  not  to  exceed  three  thousand  names,  and  shall  be  classified  by 
states,  territories  and  possessions  of  the  United  States  and  by  foreign  coun- 
tries. Such  corporation  shall  also  maintain  two  similar  lists  at  its  home 
office;  and  these  lists,  shall  be  corrected  from  the  records  of  the  home  office 
so  that  a list  as  nearly  correct  as  may  be  shall  be  on  file  to  within  three 
months  of  such  an  election. 

5.  All  said  lists  shall  be  subject  to  inspection  and  copy  under  regulations 
prescribed  by  the  superintendent  of  insurance  at  any  time  during  business 
hours  by  any  policyholder  in  said  corporation  or  by  his  authorized  representa- 
tive during  the  six  months  prior  to  such  election ; provided,  however,  that 


556  CHARTERS  OF  LIFE  INSURANCE  COMPANIES. 

after  such  election,  or,  if  no  candidate  shall  have  been  nominated  other  than 
those  nominated  by  the  board  of  directors,  then  after  the  time  for  such 
independent  nominations  shall  have  expired,  such  lists  may  be  withdrawn  by 
the  corporation  filing  and  maintaining  the  same  as  aforesaid;  and  thereafter, 
prior  to  the  next  election,  new  lists  shall  be  filed  and  maintained,  subject  to 
inspection  and  copy,  as  above  provided,  which  may  be  similarly  withdrawn. 

6.  Where  policyholders  of  any  domestic  stock  life  insurance  corporation 
have  become  or  shall  become  entitled  to  vote  for  directors,  they  shall  be 
entitled  to  vote  in  person,  by  proxy  or  by  mail,  as  herein  provided,  and  two 
similar  lists  of  policyholders,  qualified  to  vote,  in  accordance  with  the  charter 
or  by-laws  of  such  corporation,  except  the  holders  of  industrial  policies,  shall 
be  filed  and  maintained  in  the  office  of  the  superintendent  of  insurance  and 
at  the  home  office  respectively,  similarly  arranged  and  similarly  subject  to 
inspection  and  copy  and  withdrawal  as  in  the  case  of  mutual  corporations 
as  above  provided. 

7.  Where  policyholders  in  any  company  shall  have  made  nominations  as 
hereinafter  prescribed,  they,  or  a committee  representing  them,  shall  upon 
demand,  with  the  approval  of  the  superintendent  of  insurance  and  the  payment 
to  the  company  of  the  actual  cost  of  making  such  copies,  be  furnished  by 
such  company  with  a copy  of  such  list  of  policyholders  or  with  a copy 
therefrom  of  the  list  for  a separate  jurisdiction.  A copy  of  a list  so  taken, 
or  of  any  part  thereof,  shall  be  held  by  persons  receiving  the  same  inviolate 
for  the  purposes  of  said  nominators  in  a pending  election  and  shall  not 
be  transferred  to  other  persons  for  any  other  use  whatever.  At  the  close 
of  the  canvass  of  the  votes  all  copies  of  such  lists  shall  be  returned  to  the 
company. 

8.  At  least  seven  months  prior  to  the  date  of  any  election  of  directors 
in  any  such  corporation,  the  board  of  directors  shall  nominate  candidates  for 
every  vacancy  to  be  filled  at  such  election  and  shall  also  appoint  three  persons, 
jointly  or  severally  to  receive  proxies  to  be  voted  for  said  nominees,  and 
shall  also  file  with  the  superintendent  of  insurance  and  at  its  home  office  a 
certificate  of  the  names  of  the  candidates  so  nominated  and  of  the  persons 
so  designated  to  receive  said  proxies,  which  shall  be  described  as  the  “ admin- 
istration ticket.” 

9.  Any  one  hundred  or  more  qualified  voters  of  such  corporation  may  make 
other  nominations  for  one  or  more  vacancies  to  be  filled  at  any  such  election 
by  filing  with  the  superintendent  of  insurance  at  least  five  months  before  the 
election  a certificate  signed  and  acknowledged,  giving  the  names  and  addresses 
of  the  candidates  nominated,  the  names  and  addresses  of  three  persons, 
jointly  or  severally,  designated  to  receive  proxies  to  be  voted  for  said  nominees, 
and  an  appropriate  name  or  title  designated  by  the  superintendent  of  insur- 
ance to  distinguish  the  ticket  from  the  administration  ticket  and  other  nomina- 
tions. Such  nominators  must  also  file  a copy  of  said  certificate,  certified 
by  said  superintendent,  at  the  home  office  of  the  company  at  least  five  months 
before  such  election. 

10.  All  certificates  of  nomination  shall  be  accompanied  by  a written  accept- 
ance of  such  nomination  by  each  nominee  thereon.  A court  of  record  may 
for  cause  shown  direct  the  name  of  any  candidate  to  be  stricken  from  a ticket 
on  file  and  may  authorize  the  nominators  of  such  ticket  to  substitute  the 
name  of  another  person  to  fill  the  vacancy  so  made. 

11.  If  no  independent  nomination  shall  have  been  made  as  hereinbefore 

provided,  then  and  in  that  case  all  further  proceedings  in  connection  with 
such  election  as  provided  by  this  section  may  be  omitted,  and  said  election 
shall  then  be  conducted  and  held  under  such  rules  and  regulations  as  the 
superintendent  of  insurance  may  prescribe;  but  no  votes  shall  be  cast  or  counted 
except  for  said  candidates  nominated  by  the  board  of  directors,  or  for  such 
candidate  as  the  board  of  directors  may  have  nominated  to  fill  vacancies 
among  said  candidates  caused  by  the  death,  disability  or  refusal  to  stand 
as  candidates  of  any  one  or  more  of  those  so  nominated.  * * * 


EXTRACTS  FROM  STATE  LAWS. 


557 


Sec.  95.  Conversion  of  a Stock  Life  Insurance  Corporation  into  a Mutual 
Corporation. — Any  domestic  stock  life  insurance  corporation,  whether  incor- 
porated under  a general  law  or  by  special  act,  may  be  reincorporated  under 
the  provisions  of  this  article  as  a mutual  life  insurance  corporation,  and  may 
thereupon  by  an  amendment  of  its  charter  provide  for  the  retirement  of  its 
capital  stock  by  the  payment  of  an  amount  fairly  determined  to  be  the  present 
value  thereof  with  reference  to  its  par  value,  the  dividends  allowed  by  law 
thereon  and  the  eventual  right,  if  any,  of  the  stockholders  in  any  accumula- 
tions of  the  corporation ; provided,  however,  that  the  plan  of  such  retirement : 
(1)  Shall  have  been  adopted  by  a vote  of  a majority  of  the  directors  of 
such  corporation;  (2)  shall  have  been  approved  by  a vote  of  stockholders 
representing  a majority  of  the  capital  stock  at  a meeting  of  stockholders 
called  for  the  purpose;  (3)  shall  have  been  submitted  to  the  superintendent 
of  insurance  and  shall  have  been  approved  by  him  in  writing ; and  (4)  shall 
have  been  approved  by  a majority  vote  at  a meeting  called  for  the  purpose 
of  policyholders  each  insured  in  at  least  one  thousand  dollars  and  whose 
insurances  shall  then  be  in  force  and  shall  have  been  in  force  for  at  least 
one  year  prior  to  such  meeting.  The  meeting  shall  be  called  by  the  board 
of  directors  and  shall  be  held  under  the  supervision  of  the  superintendent 
of  insurance,  and  policyholders  shall  be  entitled  to  cast  their  votes  in  person, 
by  proxy  or  by  mail.  The  votes  shall  be  cast  and  canvassed  in  the  same 
manner  as  provided  in  the  case  of  election  of  directors  of  mutual  life  insur- 
ance corporations  so  far  as  the  provisions  therefor  shall  be  applicable.  The 
notice  of  said  meeting  shall  contain  a concise  statement  of  the  proposed  plan 
and  contain  proper  instructions  for  the  indication  by  the  policyholder  on  a 
blank  provided  for  the  purpose  of  his  approval  or  disapproval  thereof.  A 
plan  of  retirement  of  capital  stock  shall  not  be  approved  by  the  superin- 
tendent or  be  valid  unless  the  corporation  after  said  retirement  shall  remain 
possessed  of  assets  sufficient  to  maintain  its  deposit  theretofore  made  with 
the  superintendent  and  not  less  than  the  entire  liabilities  of  the  corporation, 
including  the  net  values  of  its  outstanding  contracts  computed  according  to 
the  standard  adopted  by  the  company  under  section  eighty-four  of  this  chapter, 
and  also  all  funds,  contingent  reserves  and  surplus,  save  so  much  of  the  latter 
as  shall  have  been  lawfully  devoted  under  this  section  to  said  retirement. 
Upon  the  approval  of  the  said  plan  of  retirement  as  aforesaid  said  stock 
shall  be  retired  and  canceled  and  all  right  on  the  part  of  the  holders  thereof 
to  vote  thereon  or  to  receive  dividends  thereunder  shall  cease  and  the  said 
stockholders  shall  be  entitled  to  receive  from  the  corporation  in  lieu  of  their 
shares  of  said  stock  the  amounts  respectively  payable  to  them  in  accordance 
with  said  plan  of  retirement,  which  shall  be  paid  as  therein  provided.  The 
propriety  of  said  retirement  and  of  the  proceedings  in  connection  therewith 
and*  the  determination  by  said  plan  of  the  amount  to  be  paid  as  the  fair 
present  value  of  the  stock  shall  be  subject  to  review  at  the  instance  of  any 
party  in  interest,  including  a stockholder  or  policyholder,  by  the  supreme 
court  or  any  other  court  of  competent  jurisdiction. 

Stec.  98.  Salaries  of  Officers  and  Agents ; When  Fixed  by  Board  of  Direc- 
tors.— No  domestic  life  insurance  corporation  shall  pay  any  salary,  compensa- 
tion or  emolument  to  any  officer,  trustee  or  director  thereof,  nor  any  salary, 
compensation  or  emolument  amounting  in  any  year  to  more  than  five  thousand 
dollars  to  any  person,  firm  or  corporation  unless  such  payment  be  first  author- 
ized by  a vote  of  the  board  of  directors  of  such  life  insurance  corporation. 
No  such  life  insurance  corporation  shall  make  any  agreement  with  any  of 
its  officers,  trustees  or  salaried  employees  whereby  it  agrees  that  for  any 
services  rendered  or  to  be  rendered  he  shall  receive  any  salary,  compensation 
or  emolument  that  will  extend  beyond  a period  of  twelve  months  from  the 
date  of  such  agreement.  No  such  corporation  shall  grant  any  pension  to  any 
officer,  director  or  trustee  thereof  or  to  any  member  of  his  family  after 
his  death. 

Sf.c.  99.  Vouchers. — No  domestic  life  insurance  corporation  shall  make  any 
disbursement  of  one  hundred  dollars  or  more  unless  the  same  be  evidenced 


558 


CHARTERS  OF  LIFE  INSURANCE  COMPANIES. 


by  a voucher  signed  by  or  on  behalf  of  the  person,  firm  or  corporation  receiv- 
ing the  money  and  correctly  describing  the  consideration  for  the  payment, 
and  if  the  same  be  for  services  and  disbursements  setting  forth  the  services 
rendered  and  an  itemized  statement  of  the  disbursements  made,  and  if  it  be 
in  connection  with  any  matter  pending  before  any  legislative  or  public  body 
or  before  any  department  or  officer  of  any  government,  correctly  describing 
in  addition  the  nature  of  the  matter  and  of  the  interest  of  such  corporation 
therein,  or  if  such  a voucher  can  not  be  obtained,  by  an  affidavit  stating  the 
reasons  therefor  and  setting  forth  the  particulars  above  mentioned. 

Sec.  102.  Companies  Issuing  Participating  Policies  not  to  do  a Nonpartici- 
pating Business. — No  domestic  mutual  life  insurance  corporation  and  no  do- 
mestic stock  life  insurance  corporation  hereafter  issuing  or  professing  to  issue 
any  participating  policies,  shall  issue  any  policies,  except  annuities,  which  do 
not  by  their  terms  give  to  the  holders  thereof  full  right  to  participate  in  the 
accumulations  of  said  corporation  as  provided  in  this  chapter.  This  section 
shall  not  apply  to  paid  up  or  temporary  and  pure  endowment  insurance  issued 
or  granted  in  exchange  for  lapsed  or  surrendered  policies. 


WISCONSIN  STATE  LAWS. 


Sec.  1947c.  Election ; Votes ; Cumulative  Vote ; Assignee ; Qualification  for 
Office;  Vacancy. — At  every  general  election  of  directors  or  trustees  in  any 
domestic  mutual  life  insurance  company,  whether  incorporated  by  special  act 
or  general  law  and  anything  to  the  contrary  in  its  charter,  certificate,  articles 
of  incorporation  or  by-laws,  notwithstanding,  every  policyholder  whose  insur- 
ance shall  be  in  force,  and  shall  have  been  in  force  for  at  least  one  year 
prior  thereto,  shall  be  entitled  to  one  vote  without  other  qualification.  Every 
policyholder  entitled  to  vote  shall  have  the  same  number  of  votes  irrespec- 
tive of  the  number  of  policies  or  the  amount  of  insurance  held  by  him,  and 
shall  have  one  vote  for  each  director  to  be  elected,  and  may  cast  all  such 
votes  for  one  candidate  or  distribute  them  among  the  number  as  he  may  elect. 
Unless  a policy  shall  have  been  assigned  more  than  six  months  prior  to  the 
election  by  an  assignment  absolute  on  its  face  to  an  assignee  other  than 
the  company  which  shall  have  issued  the  policy,  the  person  upon  whose 
application  the  policy  shall  have  been  issued,  and  if  the  application  be  signed 
by  more  than  one  person,  each  person  whose  life  is  insured  shall  be  deemed 
to  be  a policyholder  entitled  to  vote  as  aforesaid.  In  case  the  policy  shall 
have  been  assigned  as  aforesaid,  the  assignee  shall  be  deemed  to  be  a policy- 
holder entitled  to  vote,  provided  his  signature,  either  attested  by  the  assignor 
or  acknowledged  in  like  manner  as  in  case  of  a deed  to  be  recorded  in  this 
state,  shall  have  been  filed  at  the  home  office  of  the  company.  Any  policy- 
holder entitled  to  vote  at  any  election  shall  be  qualified  to  fill  any  office  to 
be  voted  for  at  any  such  election.  Such  a general  election  shall  be  held 
at  intervals  of  not  more  than  two  years.  At  each  such  election  not  less  than 
one-fourth  of  the  total  number  of  directors  provided  for  in  the  charter 
or  articles  shall  be  elected.  No  appointment  or  selection  of  a director  to  fill 
a vacancy  other  than  when  made  by  general  election  shall  extend  beyond 
the  next  general  election. 

Sec.  I947d.  Lists  of  Policyholders ; Arrangement ; How  Furnished ; Returns, 
r — Upon  written  request,  filed  with  the  company,  at  the  time  of  making  the 
nomination,  and  within  thirty  days  thereafter,  the  company  shall,  at  its  own 
expense,  furnish  to  the  policyholders  making  nomination  of  an  independent 
ticket  a full  and  complete  printed  list  of  the  names  and  last  known  post- 
office  addresses  of  all  policyholders  whose  insurance  was  in  force  twelve  months 
prior  to  the  day  fixed  for  an  election.  Such  list  shall  be  made  separately 
for  each  state,  territory  and  county  and  shall  be  classified  by  postoffice 


EXTRACTS  FROM  STATE  LAWS. 


559 


addresses  and  the  names  shall  be  arranged  alphabetically.  The  company  shall 
mail  to  each  such  policyholder  one  list,  and  no  more,  for  each  state,  territory 
or  county  requested  by  him  as  above  provided.  Such  list  shall  be  returned 
to  the  home  office  of  the  company  within  ten  days  after  such  election. 

Sec.  i947e.  Inspectors;  Directors;  Nominations  of  Candidates,  i.  At  least 
three  months  prior  to  the  date  of  any  general  election  of  directors  or  trustees 
in  any  such  company,  the  directors  or  trustees  thereof  shall  appoint  three 
qualified  voters,  who  are  not  directors  or  trustees,  as  inspectors  of  election, 
who  shall  be  paid  by  the  company,  and  such  directors  or  trustees  shall  suggest 
the  name  of  a person  as  candidate  for  every  vacancy  to  be  filled  at  the  ensuing 
election,  and  shall  file  with  the  commissioner  of  insurance  a certificate  thereof, 
giving  the  names,  occupations  and  addresses  of  the  inspectors  so  appointed, 
and  the  persons  whose  names  have  been  so  suggested. 

Officers  Not  to  Assist  in  Other  Nomination  Nor  Use  Money  of  Company; 
Penalty.  2.  Any  officer,  trustee,  agent  or  employee  of  such  company  who  shall 
directly  or  indirectly  nominate  or  assist  or  encourage  the  nomination  of  any 
other  candidate  or  candidates  for  the  office  of  director  other  than  those  on 
the  administration  ticket,  or  who  shall  use  or  expend  any  of  the  property  or 
funds  of  the  company  in  promoting  the  election  of  any  nominee,  candidate 
or  person  except  as  directed  or  authorized  in  this  act,  shall  be  guilty  of  a 
misdemeanor. 

Policyholders’  Nominations.  3.  Any  one  hundred  or  more  qualified  voters 
of  such  company  may  also  suggest  the  name  of  a person  as  a candidate  for 
one  or  more  of  the  vacancies  to  be  filled  at  any  such  ensuing  election,  by 
filing  with  the^  commissioner  of  insurance,  and  with  the  secretary  of  the 
company  at  its  home  office,  not  more  than  ninety  nor  less  than  sixty  days 
prior  to  such  election,  a certificate  signed  and  acknowledged  by  them,  giving 
the  names,  occupations,  and  addresses  of  the  persons  so  suggested  as  candi- 
dates, together  with  a written  statement  signed  by  said  candidates  that  they 
will  accept  such  office  if  elected. 


INDEX 


PAGE 

.Etna  Life  Insurance  Company,  Hartford . . 5,  409 

Bankers’  Life  Insurance  Company  of  the  City  of  New  York 15,  410 

Bankers'  Reserve  Life  Company,  The,  Omaha,  Neb 412 

Berkshire  Life  Insurance  Company,  Pittsfield,  Mass 21,  419 

Central  Life  Assurance  Society  of  the  United  States,  Des  Moines 27,  419 

Citizens’  National  Life  Insurance  Company,  Anchorage,  Ky 422 

Colonial  Life  Insurance  Company  of  America,  The,  Jersey  City 37 

Columbian  National  Life  Insurance  Company,  The,  Boston 38,  425 

Connecticut  General  Life  Insurance  Company,  Hartford 42,  427 

Connecticut  Mutual  Life  Insurance  Company,  The,  Hartford 48,  427 

Dakota  Mutual  Life  Insurance  Company,  Watertown,  S.  D 428 

Des  Moines  Life  Insurance  Company,  Des  Moines,  la 62,  431 

Equitable  Life  Insurance  Company  of  Iowa,  Des  Moines 66,  444 

Equitable  Life  Assurance  Society  of  the  United  States,  New  York....  70,  435 

Federal  Life  Insurance  Company,  Chicago  79,  445 

Fidelity  Mutual  Life  Insurance  Company,  Philadelphia 90,  449 

Franklin  Life  Insurance  Company,  The,  Springfield,  111 93,  450 

Germania  Life  Insurance  Company,  The,  New  York 95,  453 

Hartford  Life  Insurance  Company,  Hartford,  Conn 104 

Home  Life  Insurance  Company,  New  York 112,  453 

Jefferson  Standard  Life  Insurance  Company,  Raleigh,  N.  C 455 

John  Hancock  Mutual  Life  Insurance  Company,  Boston,  Mass 119 

Lamar  Life  Insurance  Company,  The,  Jackson,  Miss 457 

Life  Insurance  Company  of  Virginia,  The,  Richmond 121  462 

Manhattan  Life  Insurance  Company,  New  York 133  463 

Maryland  Life  Insurance  Company  of  Baltimore,  The 140 

Massachusetts  Mutual  Life  Insurance  Company,  Springfield 144,  465 

Metropolitan  Life  Insurance  Company,  New  York 150,  466 

Michigan  Mutual  Life  Insurance  Company,  Detroit 157.  467 

Minnesota  Mutual  Life  Insurance  Company,  The,  St.  Paul 163 

Mutual  Benefit  Life  Insurance  Company,  Newark,  N.  J 168 

Mutual  Life  Insurance  Company  of  New  York 174,  467 

National  Life  Insurance  Company,  Montpelier,  Vt 191,  470 

National  Life  Insurance  Company  of  the  United  States  of  America, 
Chicago 


201,  471 


562 


CHARTERS  OF  LIFE  INSURANCE  COMPANIES. 


PAGE 

New  England  Mutual  Life  Insurance  Company,  Boston 204,  471 

New  York  Life  Insurance  Company,  New  York 209,  471 

Northwestern  Mutual  Life  Insurance  Company,  The,  Milwaukee 217 

Oregon  Life  Insurance  Company,  Portland  475 

Pacific  Mutual  Life  Insurance  Company,  The,  Los  Angeles 236,  484 

Penn  Mutual  Life  Insurance  Company,  The,  Philadelphia 242 

Phoenix  Mutual  Life  Insurance  Company,  Hartford,  Conn 255 

Pioneer  Life  Insurance  Company  of  North  Dakota,  The,  Pierre 489 

Pittsburgh  Life  & Trust  Company,  Pittsburgh,  Pa 267,  501 

Presbyterian  Ministers’  Fund,  Philadelphia  282 

Provident  Life  & Trust  Co.,  The,  Philadelphia 287,  502 

Prudential  Insurance  Company  of  America,  The,  Newark,  N.  J 305,  502 

Puritan  Life  Insurance  Company,  Providence,  R.  1 505 

Reliance  Life  Insurance  Company  of  Pittsburgh , 31 1 

Security  Life  and  Annuity  Company  of  America,  Chicago 315 

(Name  changed  to  Security  Life  Insurance  Company  of  America.) 

Security  Mutual  Life  Insurance  Company,  Binghamton,  N.  Y 323,  510 

Southeastern  Life  Insurance  Company,  Greenville,  S.  C 512 

Southern  States  Life  Insurance  Company,  The,  Atlanta,  Ga 517 

Southern  States  Mutual  Life  Insurance  Company,  Charleston,  W.  Va....  523 

Southwestern  Life  Insurance  Company,  Dallas,  Tex 529 

State  Life  Insurance  Company  of  Indianapolis  339 

State  Mutual  Life  Assurance  Company,  Worcester,  Mass 340,  533 

Travelers’  Insurance  Company,  The,  Hartford,  Conn 347,  534 

Union  Central  Life  Insurance  Company,  The,  Cincinnati,  Ohio 358,  535 

Union  Mutual  Life  Insurance  Company,  Portland,  Me 364,  538 

United  States  Life  Insurance  Company  in  the  City  of  New  York,  The....  369 

Volunteer  State  Life  Insurance  Company,  Chattanooga,  Tenn 539 

Wisconsin  Life  Insurance  Company  of  Madison,  Wis.,  The 386 

EXTRACTS  FROM  STATE  LAWS. 

Indiana  393-  543 

Massachusetts  399,  546 

New  Jersey  550 

New  York  403,  551 

Wisconsin  55^ 


vt  ; r- 


’ 


V 


